


Doctor Who: Equestria Needs a Doctor

by Infinite_Carnage



Category: Doctor Who, My Little Pony: Friendship is Magic
Genre: Adventure, Alternate Universe - Science Fiction, Crossover, F/M, Gen
Language: English
Status: In-Progress
Published: 2014-03-22
Updated: 2014-04-22
Packaged: 2018-01-16 14:54:32
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 14
Words: 48,792
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1351543
Author URL: https://archiveofourown.org/users/Infinite_Carnage/pseuds/Infinite_Carnage
Summary: <blockquote class="userstuff">
              <p>After losing a good friend who will no longer remember him, an incident in the TARDIS causes the Doctor to get stranded in a parallel universe. Instead of just another parallel earth however, he finds himself in the world of Equestria where ponies rule. While the Doctor tries to get his head around the concept of magic, and Twilight sparkle tries to understand the TARDIS, a disaster occurs when the Doctor inadvertently reveals a terrible secret, and an old foe from the Doctor's past will try to take over Equestria. The Doctor and his knew found allies our the only ones who can save the day.</p>
            </blockquote>





	1. The Doctor and the Pony

**Author's Note:**

> This story takes place between the planet of the dead and the waters of Mars. I hope you enjoy it. Beware though; one never knows the consequences of going on an adventure through time and space.

There were moments in the Doctor's life where he would look around his TARDIS and feel an uneasy emptiness. The departure of his granddaughter, Susan, the day Sarah Jane left, when Joe Grant went off with another man, the death of Peri, the departure of Tegan, and of course, Rose Tylers fate. All of these farewells had left the Doctor with the same empty feeling. However, ever since losing Donna, the place that he called home just didn't just seem empty, it seemed dead. He had a brief moment of happiness when he reunited a man with his son on Christmas day and stopped a cyberman invasion, but when he met a woman who he thought could refill the hole that Donna had left, it turned out she was nothing more than a thief, and could not be trusted. That had stung him. He was now back to moping about the TARDIS, just running around the universe, unsure if he would alone from now on. He knew that any person he took with him would end up dead, hurt, or changed forever.

Donna had come back into his life when he needed her most. When he just needed a mate, and not a companion who would develop feelings for him. He didn't want to give them back like with Rose, or Jo or even Martha to a degree. No, he just wanted a friend like Mickey or Sarah Jane or Brigadier. That was what Donna was to him, a friend he could see himself travelling with to the end of her days.

Fate was not so kind though.

When you lose a lover, it was supposed to be harder then when you lose a friend. The way the Doctor lost Donna struck at him in a bad way, because she would never remember the great, amazing things she did with him, and she would just return to her old life. The Doctor-Donna was no more. There was a mercy in that, he thought, but it seemed worse in his perspective.

He returned himself to looking over the last thing he had in this entire universe, the last piece of his home, the TARDIS. There seemed to be something wrong with his Tardis this time though, as the screens were showing some sort of weird energy around the machine that was affecting it's trajectory through the time stream.

"Well, that's odd," the Doctor said aloud. He looked over the energy source which was being described by the monitors as unknown. "How is it unknown? That's not possible! You have information on all the energy types throughout the galaxy!"

The Doctor quickly ran around the centre of the TARDIS. He studied the consoles and screens, making sure his ship wasn't in immediate peril. Frustration was building as his brow furrowed. He wasn't able to identify what appeared to be dragging his TARDIS to a new destination. He instead decided to take a new approach and see exactly where it was dragging him to. It wasn't pretty, "How... how is that possible? We closed them all up!"

Before the Time Lords went extinct, they had closed up all the cracks in the universe, however one had slipped past them as about two years ago the Doctor, Rose and Mickey fell through one into an alternate universe and discovered a new race of Cybermen. The Doctor was certain this time he had taken care of it, but according to the scanner, someone or something was pulling him right down into a new crack which had just formed. The Doctor watched the event in awe. "This… this isn't possible! How can someone just rip open the boundaries of the universe like this?!"

It wasn't something he could comprehend or even fight against. He was being pulled down through the crack with no way out. The central console of the TARDIS was starting to set alight and wild sparks began to fly The TARDIS itself was shaking uncontrollably, sending the Doctor all over the place until he landed on the couch nearby. He held on as tight as he could and in watched in horror as his home was thrown around like a ragdoll. he felt helpless to do anything, and all he could do was hope that when the TARDIS landed, that it wasn't damaged to the point where he could never leave from whatever world he was about to land. Then suddenly, it all went black.

* * *

The Doctor awoke in an uncomfortable position. He leg was bent uncomfortably and his head was resting on his right arm. He got up as quickly as he could and checked himself over to see if anything was broken. Once satisfied he was relatively okay, he stretched his muscles out trying in vain to ease the pain. With that sorted, he quickly looked over his precious TARDIS for the same reason. "Nothing broken... well, at least nothing I can't fix. Everything in working order, good." He mused happily.

He looked over everything a second time to be sure ,and again the TARDIS was telling him it was functional, so his attention was then drawn to the TARDIS door. It wasn't like last time when they were stranded and they had to venture outside to have a look at the situation. No, this time he could just leave right now and no one would be the wiser. Still, he couldn't look away. There was something drawing him to the door.

He could be in some lost dimension, a place that never was or never would be. Despite this, he couldn't help himself when there was an opportunity for adventure to be had, and for the first time in a while, he smiled to himself. It was a smile he always gave when he felt something good was about to happen, so he grabbed his brown jacket, wiped his face with his hands, and he opened the door to the TARDIS on his way to a new adventure.

* * *

As soon as he opened the door he could tell that he was in some kind of tree. Iit had been hollowed out to make what appeared to be a library. The Doctor let out a whistle. "Wow. Now this is interesting."

The Doctor looked down to see what looked like a purple pony in front of him. The pony had her mouth open, staring wide-eyed at the Time Lord. The Doctor was immediately fascinated by this creature, and in his usual manner, he put on the biggest grin he could and said "Hello!"

She looked familiar to the Doctor, however he couldn't place his finger on where he had actually seen her before. He got down on one knee, facing a visibly shocked pony. He brought out his sonic screwdriver to check her biology in order to ascertain that what he was seeing was indeed real. The pony in front of him backed away a couple of paces in fear and as soon as the Doctor finished, he felt the need to apologise "Sorry about that. Just needed to see if you were real. i tend to met a lot of colourful holograms that want to kill me. No offence."

He examined the analysis further, and some unexplained energy began centring on the horn of what the Doctor guessed was a unicorn. Suddenly it hit the Doctor exactly what he was dealing with. He had spent a long time learning about popular trends on earth, from music and the Beatles, to books and the Harry Potter series. But one thing that he also remembered was popular cartoons. Transformers, Family Guy, Ducktales, and of course My Little pony: Friendship is Magic. Even the Doctor was a fan of this colorful show, and he was truly loving this. This managed to make his smile grow wider. "Why hello there, Twilight Sparkle."

Upon hearing her name, Twilight finally managed to shake off her shock enough to get a sentence out. "Okay. I want you to answer four questions for me. One, who are you? Two, what is that blue box? Three, what are you doing in my library? And four, how did you know my name is Twilight Sparkle?"

The Doctor stood up, now looking down on her. He rested a hand on his TARDIS.

"Oh that. That's just nothing... well nothing important anyway, well nothing dangerous anyway. well a little dangerous but still… anyway, I haven't introduced myself, have I? How rude of me, I'm the Doctor."

"Doctor? Doctor who?"

"Oh, just The Doctor."

Twilight now had a chance to scan what she was looking at. It was a bipedal figure that was wearing a jacket and vest combination with a tie and trousers.

"Actually, I have a better question. What are you?" The lavender unicorn asked.

"Oh I'm nothing important. Just a Time Lord, but that wouldn't mean anything to you."

"Would that mean that you control time?"

"No, I just travel through space and time and… I've clearly said too much."

The Doctor realised that Twilight's expression had changed from shock to entranced.

"Oh my gosh, how does your device work? What does a Time Lord do? How many are there of you?"

The Doctor was being bombarded with questions and slowly kept backing up to the door of the TARDIS, readying his escape.

"Miss Sparkle, I would love to answer your questions, however I feel that I have overstayed my welcome. Goodbye."

He quickly opened the door to the TARDIS, ran through it and locked it behind him. He put his ear to the door and could hear Twilight just outside the door. His thoughts drifted to the fact he was in a childrens TV show, a fantasy world. Knowing that there were an infinite number of parallel universes, of course there would be one where this place and all of the characters are real. The Doctor decided the best course of action would be to just leave this time around. Maybe it was recent events that affected his decision, but in the end he knew he should go before he messed something up in such a peaceful world.

He got to the central console again, setting the necessary switches. "There we are. Now when we go through the crack to leave, it should close up behind us."

He looked up and realised that he was talking to himself. He had been so used to talking to someone about all this. He walked slowly to the lever that would send him off back to his universe. He looked up one more time and said quietly to himself, "Goodbye Ponyville."

He pulled the lever down and… nothing happened. The TARDIS didn't move. No noise, no lights, no anything. He looked around and sighed heavily. "Well that's… that's not good. Not good at all."


	2. The Impossible

The Doctor just couldn't understand it; it was simply impossible. The TARDIS was reporting that everything was functioning normally, yet it wouldn't move. He had a horrible feeling of what it could be. He had hoped that he'd somehow missed something, but after six thorough check-ups, it all read that the TARDIS was in good condition. He knew that there was only one possible explanation. His home was literally refusing to leave the planet.

"Why? Why do you want to stay? Have I not caused enough damage already?"

The only response the Time Lord received was a metallic groan. The Doctor let out a heavy sigh, and decided to look at the options before him. He had two in reality: the first option was to stay in here and just hope that the TARDIS would come to its senses and allow him to leave. The second was to walk out of the TARDIS and face the hyperactive music that was just outside his door. He was willing to bet Twilight was still breathing heavily outside his door, eager to get in.

He gave in quickly, knowing he couldn't win in either of these situations, and walked slowly to the TARDIS door.

He listened closely to the frame of the door, and could hear heavy breathing. The Time Lord slipped the key into the lock and turned it as slowly as he could. He heard the click signifying that the door was indeed unlocked, and he breathed one last heavy sigh as he prepared himself for what was about to come. As soon as he opened the TARDIS door, a purple pony came shooting through the doorway at what the Doctor could only describe as near light speed. She didn't get far though, before running headfirst into the central console, knocking herself unconscious.

* * *

Twilight Sparkle felt like her head had just been kicked in multiple times. She was having a lot of trouble lifting her head above the cold surface she was now lying on. It felt like she was lying on a combination of glass and metal. She dared to open her eyes to what was above her, and there she saw the blurry image of a light pink creature. When the creature talked to her, its voice seemed very distant echoing.

"Twilight! Can you hear me?" The creature called.

She wanted to call back out to the creature, but the words just did not seem to pass her lips, so her mouth just hung there open. It called out to her again. "Twilight? You're inside the Tardis. I need you to respond to me."

It all suddenly came back to her at once; the Doctor. A Time Lord. His knowledge of her. The TARDIS... She paused on that last part.

"Wait a second…I'm…in the Tardis?"

Her vision suddenly became clearer the more she focused on her surroundings. She was in a large room which had a center with lots of buttons and levers. She also noted the weird statues that seemed to surround the room. Suddenly it dawned on her everything she was seeing was impossible. The room she was supposed to be in was very large, while the TARDIS was just a little blue box, not much bigger than the Doctor.

She stood up surprisingly fast; her intellectual mind was having trouble conceiving the fact the room she was now in was the same as the small box. She paced slowly away from the crouching Doctor and towards the entrance of the TARDIS.

"What…how…this is…I can't…what?" Twilight spluttered out.

She suddenly ran straight out of the door behind her. She looked back to confirm that she was standing outside the same blue box that was in the middle of her library. Twilight felt like she was having a mental breakdown. "What spell can do this?!"

She ran around the box to see if there was some kind of trick to it, something involving mirrors perhaps, but found nothing. She ran back inside to confirm that she was not insane. She tried to voice her thoughts."It's…"

"I know." The Doctor cut her off with a small grin on his face.

"But it's…"

"I know."

"It can't…"

"I know."

"ITS BIGGER ON THE INSIDE THAN ON THE OUTSIDE!" Twilight screamed. The Doctor thought she had finally snapped.

The Time Lord just stood there for a moment, unsure on what to say, but could only find two words to sum up the situation. "… I know."

To the Doctor's surprise, Twilight's face morphed into an angry scowl. She bent her hind legs as if she was about to lunge at him. All she did though was make her horn light up a purple colour. She pointed it at the Doctor and started to pace towards him.

"This is impossible, nopony has this kind of magic! So tell me the truth. Who are you and how did you know who I am?"

The Doctor raised his hands to show no hostility towards her. However, Twilight did not power down her horn.

"Miss Sparkle please, I know this is hard to explain, but…" Before he could finish, the Doctor's monitors started to pick up, and a blue light started to scan Twilight's horn. She tried to dodge out of the way, but to no avail. New statistics appeared on the monitor closest to him, and the Doctor forgot about Twilight for a moment to look over the data that had been given to him. "Ah, now this explains a lot. My TARDIS has just identified the mysterious energy that brought me here. Although it isn't your's, it shows that the energy was…magic."

The Doctor pursed his lips, struggling to finish his sentence without laughing. He didn't believe in magic, however in the show magic did exist, thus in this reality Unicorns (which also shouldn't exist) like Twilight, could perform magic. The data also showed it did not completely match Twilight, signifying that she was not the one who brought him here.

He scanned the room for Twilight, who had taken cover behind the sofa in the TARDIS. She peeked her head over the top.

"What…What was that?"

"Sorry about that. The old girl took the liberty of scanning you, as it managed to recognize the energy signature coming from your horn as the same that brought me here… Magic."

The Doctor looked over Twilight stepping away from the coach and back towards him. Her aggression had dispersed with her fright.

"So… is the size difference inside this place some kind of magic?"

"No, it's the chameleon circuit."

"And what is that exactly?"

"It's a device within the TARDIS to help it camouflage within its surroundings. It bends space and time as it's in its own dimension. It uses this ability to make it appear smaller on the outside, and it constantly changes its appearance to fit its surroundings. For example, if it went into an alleyway, it would appear as a rubbish bin, so it wouldn't be noticed. The circuit on this TARDIS broke years ago, and its stuck as a police telephone box. Since I like the design, I've just never fixed it."

Twilight had been entranced by every word that the Doctor was speaking. It was all so alien to her, yet in some weird way, it all made sense. She did have experience in time travel, and she had theorised that, with enough magic, she could bend space around herself. One thing stuck at her however.

"What's a police telephone box?"

"Oh, it was something people from my reality used around the 1920's to 50's to lock criminals up in until a police officer could arrive."

Again, Twilight understood what he meant, if only slightly.

"So... You're from another planet?"

"Well not exactly, I'm from another reality where there is no magic and…"

"Wait, sorry, did you just say no magic?" Twilight cut in.

"Yes, there's no such thing as magic in my universe. We mainly use technology like the TARDIS, but less impressive." The Time Lord retorted.

The unicorn thought for a moment. "What about ponies?"

"Well, yes, there are ponies in my reality, but they're not exactly the same. And out of kindness, I think we should leave it at that." The Doctor said hesitantly.

Twilight had calmed down significantly now. She took one more look around her surroundings, making sure that she was not daydreaming. Her head started to hurt slightly.

"Ugh, I can't stay in this room. It's making my head hurt..."

The Doctor knew that he would probably be here for a while, so he took this opportunity to make peace with his new neighbour.

"So then, why don't we have ourselves a nice cup of tea. That helps me all the time."

Twilight nodded, "Yeah. That sounds like a good idea."

The two walked out of TARDIS together, with the Doctor preparing himself to tell all.

* * *

The Doctor had been introduced to Spike, and the initial meeting was much the same as Twilight's as it involved a lot of confusion, and a lot of questions. Spike was soon calmed down, and he proceeded to make tea for the three of them.

The Doctor and Twilight sat there, exchanging facts about each other's universes. Twilight had mentioned that she didn't think aliens existed, but came to the conclusion that it may indeed be possible after meeting the Doctor. The Doctor talked about Gallifrey, although at first he was reluctant to do so. He left out the fact that he was the only Time Lord left in his universe, and Twilight was in the middle of telling him an interesting story about Princess Celestia, the co-ruler of Equestria.

"-In the end. it turned out that it wasn't a doppelganger, and the truth was that Princess Celestia genuinely didn't like tea. However, when sales in tea began to nosedive, we decided to cover it up and say it was all a giant misunderstanding."

The Doctor couldn't remember an episode like that in the show, but he theorised that worlds like Twilight's had adventures and stories that were not shown on TV. The Doctor wondered what happened when the show was cancelled? Did the world cease to exist or did it just carry on? The Doctor's train of thought was interrupted by a question from Twilight. "Doctor, I still have a question for you. How did you know who I was?"

The Doctor wasn't really sure on how to answer that question. Twilight had been told a lot today and had experienced things that she didn't think were possible. The Doctor didn't know how much more her fragile mind could possibly take. How could he break it to her that the only reason her entire world existed might be because of a children's TV show? She probably wouldn't even know what that was.. He decided to make up something.

"Well… um… I can… read minds."

He didn't say it with full confidence, despite actually being able to do that. However, he realised that he had something on him that could back it up. "In fact, this piece of paper proves my credentials as a mind reader."

He pulled out his trusty psychic paper which had gotten him out of many troubles in the past and shoved it in front of her; Twilight read it aloud.

"The Doctor. Professional mind reader, cleared on licence to work on Gallifrey."

The Doctor quickly placed it back in his pocket before Twilight could get a closer look and figure out that it was just a plain piece of paper. He quickly took another sip of his tea and continued on.

"Yeah, sorry about reading your mind without your permission. I needed to know where I was, and I just so happened to come across your name."

The Doctor gave a smile as it appeared that his lie had worked. Twilight looked on in amazement that the Doctor had such an ability.

"That is amazing! But I must respectfully ask that you no longer do that, as privacy should be respected for everypony."

The Doctor put on a serious look, trying to cloak the smile that he wanted to show. "Alright. No more! I won't read anyone else's mind."

"Actually, your mind reading powers are quite fascinating. Is there anything else interesting about your biology?"

At this point, the Doctor thought that there couldn't really be any more harm done by telling her more about himself. Twilight wasn't a threat to him.

"Well actually, I have two hearts."

"Wow, really?"

"Yes, I don't really know how anyone can really survive with a single heart, personally. One of my hearts stopped working once and I could barely function at all."

"Anything else?"

The Doctor thought for a moment. "Well, I guess I could tell you about how I regen…"

The Doctor was cut off by Spike who placed two sandwiches in front of them. There was something a little off about them to the Doctor. "What are these?" he asked.

Spike looked up at him with a tired expression on his face. Not only had he cleaned up the mess the TARDIS had made when it materialised inside the library, but he also had to make them food.

"They're Dandelion sandwiches. Twilight told me to make you one because she thought you might be hungry." explained stepped in.

"They're my favourite, and Spike can make a pretty good meal for a pony."

To the Doctor, the key word there was 'pony', and as the Doctor looked at the food before him, he wasn't sure if he should eat it. There were grass blades sticking out from the sides of the sandwich, and what looked like the head of a dandelion sticking out another. He had eaten some of the finest cuisine the galaxy had to offer, from earth to delta-5, but he had never been offered a dandelion sandwich before.

Against his better judgement, he took a bite. He chewed gently, savouring the butter and blades of grass. To his amazement, he liked it.

"Mmm! Now this is fantastic. I mean, it's not as good as jelly babies, but man, this is one of the best sandwiches I've ever eaten. And I'm over 900 years old!"

"What are Jelly babies?" Twilight pondered aloud.

"They're sweets, but probably not the kind you have in Ponyville. Let me guess, you have a sweet called jelly foals?"

"Yeah, that's right."

"Same basic thing. I loved them in my second and fourth form, and practically offered everyone I met one, but it always seemed to get mixed results."

Twilight simply smiled and continued eating. She wasn't sure what he meant by these forms, but did not question it. Her mind had been practically blown enough today. But then an idea came into her head.

"You know… you said your TARDIS won't leave, and that it was brought here by magic, right?"

The Doctor's mouth was full of food, but he managed to get out a muffled yes.

"Well, it might be being kept here by a spell. So maybe we should gather my friends and possibly seek out who could have grounded your TARDIS." Twilight suggested.

The Doctor didn't understand magic fully, so this was a potential theory as to why the TARDIS was refusing to leave, and then it occurred to him. "Wait does that mean that I get to meet the Elements of Harmony?"

"Let me guess. You saw that in my mind too." she let out a small giggle "It will be interesting to see how they will react to you, but yeah. I think that would be a good idea."

The Doctor gave the biggest grin he could, and stood up as quick as a flash. He shoved the rest of his sandwich in his mouth and drank the last of his tea, gulping it all down in one fluid motion. After he'd finished he said, "Twilight Sparkle, it would be my honour to accompany you to town today."

The Doctor realised at that moment that he had not felt as happy or as excited as he did in a very, very long time.

**Notes for the Chapter:**

> Please say what you liked and what you didn’t like. Praise + constructive criticism welcome!
> 
> Note: I will be uploading chapters a day at a time.


	3. Welcome to Ponyville

The Doctor felt excited. This used to be a regular feeling for him, but recent events had been clouding his mood. Now he was in a world all about friendship and adventure, and the Doctor was loving it, and he hadn't even left the library yet.

He checked himself over to see if he had everything. All he needed was his jacket, his psychic paper and his sonic screwdriver in case of an emergency, and you never know when an entity like Discord would show up. Normally remembering the fact that nearly everywhere he went, death followed was disheartening, but right now his smile shined brightly as he was about to be introduced to the rest of the Elements of Harmony by Twilight Sparkle herself.

The Doctor looked behind him to see Twilight giving instructions to Spike, most likely telling him his chores and to look after the Library. She was wearing a saddle bag as she approached the Doctor. "Are you ready to go?" she asked.

"May I ask what's in the bag?" The Doctor questioned.

"Oh, I've written a number of notes about your species and a little bit about what you told me about humans. It was so fascinating that I got an idea. I'm going to record the reactions of my friends when they encounter you for a social experiment. It's something I've been meaning to do for a while since I'm studying…"

"Friendship, yeah I read your mind, but what would their reactions help you with?"

"Well, seeing how they react to meeting you could prove to be a valuable friendship lesson to not judge a book by its cover. You know, if you don't mind?"

The Doctor let out a chuckle. He thought to himself _Even with everything that's happened to her today, she's still trying to learn more._ The Doctor got down on one knee to face her. "Twilight, never change. You are simply brilliant just the way you are" Twilight visibly blushed but smiled. "Right then, shall we be off?" asked the Time Lord.

Twilight nodded her head, "Yes, let's go. I'm sure after the initial shock wears off, they'll like you just as much as I do. It's funny actually, I seem to already trust you since I've blurted out so much of our history and about myself."

"Oh people and ponies alike tend to do that around me. I always seem to have one of those faces where people can't just stop talking to me."

"What do you mean by that?"

"Nothing important." The Doctor clapped his hands together and rubbed them in earnest, "Right, let's go then, allons-y!" The Doctor was the first one at the door and opened it to the small rural town of Ponyville.

* * *

The Time Lord threw open the door and rushed outside to smell the air around him. He took in a long breath and exhaled. "Wow, it smells exactly like I thought it would smell like. Very sweet, though that's probably from the sweet shop and the bakery but it seems to linger around the town. This is brilliant."

The Doctor looked around. There were plenty of ponies in the town but none of them seemed to have noticed him yet. Twilight trotted up next to the Doctor and asked, "Why did you have an idea of what the town smelled like? You said you hadn't been in the town yet."

"Yes, sorry, it was from when I read your mind earlier. I saw fragments of the town and got an idea of what it would smell like. Don't worry, as I said I won't read anyone else's mind without their consent."

The Doctor wondered for a moment how long he could milk the whole mind reading thing and made a mental note to be more careful. However, it appeared that Twilight was still buying the ploy. "Wow mind reading sounds pretty useful."

The Doctor got a good look at the town. He was twice the size of the ponies so he got to see it from a different angle than he normally would when he watched the show. It still relatively looked the same as it did on the show. They were near the town centre and it appeared to be the spring which was the Doctor's favourite season.

Twilight spoke up suddenly. "So since you know who all my friends are now, who would you like to meet first?"

Finally, a pony got a good look at the doctor as she was passing through. She was a bit confused at first. Berry punch rubbed her eyes in astonishment. She poked a mare next to her called Octavia and asked "What is that thing?"

Octavia glanced over to where Berry was pointing. Her jaw nearly hit the floor when she saw it. She couldn't take her eyes off of the Doctor. Time seemed to stand still as she gazed at his brown eyes, momentarily paralysed. Cloudchaser, a simple pegasus from the weather team happened to be passing by when she caught a glimpse of the creature as well. "Wait, it couldn't be?"

"What?" Berry asked.

"A friend of mine, Question Mark, told me about the Changeling attack at Canterlot…"

"Question Mark? Oh you mean the detective that moved to town."

"Yeah, I think that's a Changeling!"

The town grew deathly silent. Everypony managed to hear Cloudchasers words and all turning towards the direction of the Doctor. They all stared expectantly towards him and the only thing the Doctor could do was do what he always did in this situation. He put on the biggest grin he could and said "Hello! I'm the Doctor."

Without warning, all hell broke loose. A young colt called Button Mash with his mom cried out "Run, Everypony! The Changeling is going to get us all!"

All that could be heard throughout the town at that moment were mad and panicked screams of ponies trying to get away from the 'Dangerous' creature. In the confusion, Octavia was pulled away by a white hoof. Despite the rush and panic, she couldn't take her eyes away from his. Ponies rushed into their shops and houses and before the Doctor or Twilight knew it, they were the only two on the streets of Ponyville.

The town square now looked like a ghost town. The streets were deserted with the litter of what the fleeing ponies left behind. The Doctor couldn't help but scowl at the scene before him as it was somewhat depressing. He could see a familiar female zebra approaching from the edge of town. She stopped when she saw the deserted streets and simply turned around and was grumbling in rhyme to herself about how she couldn't believe that this was still happening. The Doctor made a mental note to say hi later.

The Doctor turned to Twilight, and all she could really do was shrug her shoulders and say "They're all actually pretty friendly, I swear."

The Doctor furrowed his brow and squinted his eyes. He heard a springy kind of sound coming from the distance. It was familiar to him, and when he turned towards the direction of the sound, he saw a pink blur hopping up and down that was coming straight towards him.

Eventually it came close enough to be recognised. It was Pinkie Pie. Twilight greeted her friend "Hey there, Pinkie Pie!"

"Hi Twilight where is every…oooooooooooo"

Pinkie hopped right in front of the Doctor, "Hi there, what are you?"

The Doctor put on his usual grin. "Pleasure to meet you, I'm the Doctor."

"A doctor? Doctor who?"

"Just the Doctor."

"Do you not have a first name?"

"Well I…"

"What are you a doctor of?"

"Um, I'm a doctor of… time I guess."

"You guess? How can you not know what you're a doctor of, silly?"

"No, I'm a doctor of time, It's very nice to meet you Miss Pinkie."

Pinkie Pie paused for a moment. "Are you an alien?"

Both the Doctor and Twilight were surprised by this question, so the Doctor blurted out the first answer that came to his head. "Yes…I mean…"

"Ha-ha I knew it, I knew you were an alien because my tail had that shivering feeling this morning which told me that I was going to run into a new creature today and you look kinda alienish and you wear really strange clothes and…"

Twilight stopped Pinkie before she could go any further. "Sorry, I should explain. I still don't know how it's possible, but Pinkie has some kind of sixth sense which pretty much tells her everything that's going to happen during the day."

The Doctor already knew this, but this time he just quietly nodded and it appeared the pink pony's curiosity wasn't finished yet. "Where do you live?"

The Doctor decided that honesty would be the best policy this time around. "I live in a blue box called the TARDIS."

"Wow, where is it?"

"At Twilight's library."

The Doctor immediately regretted saying that when he realised he was talking to a pony who had the ability to break the fourth wall.

"So you're living in a blue box which is inside Twilight's library."

"Yes, that's right."

"Okay, BYE!"

Before Twilight or the Doctor could say anything else, Pinkie Pie started bouncing back towards the direction from which she came. The Doctor could now make out that she was headed towards Sugarcube Corner, and he sighed in relief when she didn't head off in the direction of his TARDIS.

"Doctor, aren't you worried that Pinkie might try to get into the Tardis?" asked Twilight.

The Doctor laughed a little. "Twilight, that door held out Genghis Khan and all his armies, I doubt a pink pony can get in on her own. So did you get the interaction between us down?"

"I wrote a quick note but it played out exactly how I expected from Pinkie. Her friendly demeanour is the only thing that's predictable about that pony."

The Doctor looked around to see the town was still empty. He sighed and looked down at Twilight. "Well that went well. If the rest of your friends are that friendly, then we should have nothing to…"

The Doctor never got the chance to finish his sentence. He was speared by an object that was just too fast for him to see. The Doctor felt a sharp pain in his stomach as he was carried a couple of feet away from Twilight and thrown painfully onto the wasn't pinned down, but couldn't get up because of the pain in his stomach. He tried to speak but was slapped in the face as soon as he lifted his head. Then the thing on top of him spoke out.

"Get out of here Twi, I've got this... whatever it is." The Doctor recognised the voice from the show, it was from the same woman who also voiced Applejack. He opened his eyes to see a rainbow mane above him. "Try to hurt my friends huh?! I won't let anypony hurt my pals, you weird monster thing!"

The Pony lifted her hoof to strike him again, but was instead carried away from the Doctor by a force field of magic.

"Rainbow Dash! Why did you do that?" Twilight Sparkle was holding her friend above her helplessly.

The Doctor started to get up but only got to his knees as he grunted in pain. "Well, I suppose I've felt worse." he said dryly.

Rainbow Dash was trying to escape the force field of magic, but to no avail. "What's the deal Twi? I hear all these screams from Ponyville and then I see this weird thing standing above you! he looked like he was about to attack so I saved you!"

"Rainbow, he was not going to attack me. This is my new friend the Doctor, and he's a Time Lord." Twilight stated matter-of-factly.

"Doctor? Doctor Who? And what's a Time Lord?"

The Doctor managed to beat the pain and stand up on two legs. He approached the still floating Rainbow Dash.

"Well first off, it's just the Doctor, and secondly, the Time Lord's are an alien race from another universe that can travel and watch over all of time."

Rainbow Dash looked like she had been told that for her entire life the sky was actually green. She made no sound and had a blank, dead look on her face. "Okay. Twilight, is this 'Time Lord' crazy or something?"

"No Rainbow, he's telling the truth."

"And he wasn't going to attack you?"

"No, he wasn't. He's actually quite friendly once you get to know him."

Twilight safely lowered her friend down to the ground and deactivated the force field. Rainbow brushed herself off while still trying to keep her cool image. The Doctor thought the best way to ease the tension was to do what he always did.

"We've gotten off on the wrong foot, or hoof as it were, so let's start again…hello, I'm the Doctor." He extended his hand out to shake her hoof, but Rainbow Dash waved him off.

"Sorry, but hoof shakes so not cool, a hoof bump is much more awesome." She extended her hoof out and the Doctor curled up his hand into a fist and lightly punched her hoof. The Doctor immediately got the sense that he had just done something that most Bronies would have given up their left arms to do. She gave him a nod. "I guess if your Twi's friend then you're cool. Sorry about attacking you a minute a go."

"Apology accepted. Did you get it down, Twilight?"

He turned to her to see her scribbling something down onto a scroll. "Yep, it was most definitely interesting. By the way Rainbow Dash, this might make a good letter to the Princess about 'judging a book by its cover'." Twilight deadpanned.

Rainbow Dash looked down now seemingly embarrassed. "Yeah, I guess... What are you two doing, anyway?"

"Were introducing the Doctor to everypony. You and pinkie have met him now, so I thought we could go see Rarity next since she's the closest. Is that okay with you, Doctor?"

"No objections from me. How about you, Rainbow Dash? Would you like to come?"

"Sure, I guess I've got nothing better to do anyway."

"Great let's be off then! Allons-y!" With that the Doctor pointed to the direction of Carousel Boutique, which he could see from where he was standing.

* * *

Rarity was busy with a dress as she always was. At this time, she was trying to find the colour that would best compliment Aqua in her new ensemble. Business had been relatively slow lately, despite selling a number of dresses to higher up ponies in Canterlot, but it didn't faze her much because most ponies would have bought their Spring outfits by now. Despite it being late in the Spring, she was still making enough sales to get by which was a very good sign.

She shook her head trying to remind herself to get back to work, but as she tried to continue, she suddenly heard the familiar chime of the bell at her door, signifying that she had a customer. She cleared her throat and trotted downstairs. She went into the waiting room and put on her most polite and distinguished voice. "Welcome to Carousel Boutique, how may I help…oh, Twilight and Rainbow Dash. Hello there, and it appears you've brought a friend..." Standing before her were two of the smartest and one of the most loyal ponies she had ever known. The two of them were among her most treasured friends, but they had brought an odd creature to her shop, and he was wearing a really nice outfit. "My, who is your finely dressed friend?"

The Doctor extended his hand for Rarity to shake. "Hello there, I'm the Doctor, and you must be, Rarity. It's a pleasure to meet you."

Rarity extended her hoof and shook his hand. "Likewise, Doctor. I must ask where did you get such a smashing outfit?"

"Oh this, well I just put it together about three Christmases ago and it kind of stuck. I normally wear a blue or brown suit but I opted to go for black today."

"And I must say that I am most surprised how well your brown jacket compliments your black suit. What is that interesting footwear you have on?"

"Oh these? They're just trainers, nothing special."

"I think they complete the ensemble very nicely."

"You really think so? Wow, I'm getting complimented on my choice of fashion by Rarity. This has been a weird day."

Twilight and Rainbow Dash were standing at the side-lines during the entire conversation. Twilight was busy writing notes in her notebook, but Rainbow was amazed that Rarity hadn't pointed out the elephant in the room.

"Hello! Aren't you going to ask what he is? Aren't you even a little curious?"

"Oh Rainbow, that doesn't matter. I was just observing the gentlemen's fine attire, whether he is a pony or not is irrelevant."

Twilight appeared to be satisfied with the notes she had made. "Well this was very interesting. Much better than your reaction, Rainbow."

"Please, don't remind me." Dash said, waving her hoof.

Curiosity had gotten the better of Rarity now. "So what are you exactly? If you do not mind me asking, of course."

"Well to put it simply, I'm an alien creature from an alternate universe called a Time Lord."

Rarity was rather shocked at how blunt he was to her and was even more surprised about what he actually was. It made sense to her as she had never seen anything like the Doctor in Ponyville before but she needed a confirmation.

"Twilight, is he telling the truth?"

Twilight nodded firmly and said, "Were taking him to meet the rest of our friends, and we only have Applejack and Fluttershy left. Would you like to come with us?"

"Of course, Darling. I'm not getting a lot of business this week, so I doubt I'll miss out on any customers today. I would love to get to know your finely dressed friend here a little better."

The Doctor smiled smugly. There was even a tint of blush on his cheeks. Twilight felt that this could easily go to his head so she cut him off before he went into detail about how he arranged his attire further.

"Anyway, Doctor, who would you like to meet next? Applejack and Fluttershy are both an equal distance from each other so the choice is yours."

The choice was simple as the Doctor was awfully thirsty, and he had a certain taste for apple cider…

* * *

The Apple family farm was just coming into view over the horizon and the Doctor was going into detail with Rarity about his past outfits. Some she felt weren't very stylish while others she thought were inspired and she told the Doctor that he had just inspired her into making a whole new clothing line.

Twilight wasn't focusing on the conversation as she was busy writing more notes about how well the two of them were getting on with each other. Rainbow Dash was regretting the offer of coming along now as she had to hear the constant drivel about fashion from Rarity. She didn't expect the same from the Doctor, who apparently had an extensively large wardrobe. It was like a constant droning to Rainbow Dash, and she prayed to Celestia that they would find Applejack when they got to the farm, or she might have to see what a direct shot of a sonic rainboom would do to a pony and a Time Lord.

As the four of them looked over the apple orchard, they could see the familiar sight of the blonde-maned orange earth pony kicking apple trees and causing the apples to fall precisely into the baskets below them. Twilight had always thought that Applejack was smarter than she appeared, as she always managed to get the apples in the basket. Maybe there was a hidden math genius behind all that muscle.

It had been a long day for Applejack, and she had just collected the last of the apples on her route through the apple orchard. She placed the baskets on her back and was ready for a ten minute break when she spotted her friends coming over the hill with a weird creature towering over them.

"What in the hay is that?" she whispered softly. As she looked closer, she saw that the creature was certainly not a pony, and with her experience of the changelings and Discord, for all she knew that creature was controlling her friends. She couldn't take any chances. She grabbed the nearest rope that she could find and jumped behind one of the apple trees so that they couldn't spot her.

As the three of them approached the barn, Applejack was suddenly nowhere in sight. Rainbow Dash didn't understand as she only just saw her a second ago.

"Am I crazy everypony or wasn't Applejack just here?"

The Doctor stepped in front of Rainbow Dash so he could take a look around. He could see a clear sign that she was here just a moment ago, because two baskets of apples were just lying on the ground in the middle of the orchard. The Doctor took out his screwdriver and was about to scan the baskets for any unusual energy when he was cut off by an unknown voice near him.

"Ah wouldn't do that, partner."

Before the Doctor could say Derpy, he was grabbed from behind and all his limbs were tied together with him lying on his back. He had been hogtied. The other three ponies were just standing there in awe of Applejack's sudden attack on the Doctor. Applejack put one hoof proudly on her prize and called to the others.

"It's alright girls, Ah got the critter."

Twilight was the first one to speak. "Applejack! Why did you do that?"

"Huh? What do ya mean?" Applejack asked.

"That's the Doctor. He's a friend." Twilight explained.

Applejack looked down at the captured Doctor. She was surprised to see him simply beaming up to her with a smile.

"Hello, I'm the Doctor." He said as if the orange pony had done nothing at all.

"Ah ain't never seen a Doctor look nothing like you before."

"Yes well, I'm sort of an involuntary visitor to your world. Anyway, it's nice to meet you, Applejack."

"What in the hay is this… thing yakking about?"

Rainbow flew up to the Doctor and started to untie him. In her mind it was a 'sorry for spearing you earlier' apology. She also began to explain to Applejack who he was. "Duh, he's an alien Time Lord from another universe is all, no need to go crazy and tie him up like this, Applejack."

"Come again, Sugarcube?"

The Doctor began to stand up again and dusted himself off. Rarity approached and told Applejack, "It's true, dear. I've been having the most delightful conversation with him, and from what Twilight has told me, he is definitely an alien."

Applejack wasn't too sure, however as she looked up at the Doctor, he still had that warm welcoming smile on him.

"Well, if you girls say he's okay, then Ah trust ya. Nice to meet ya there partner, the name's Applejack, and Ah'm mighty sorry fer tying ya'll up like that." Applejack extended a hoof and the Doctor naturally shook it.

"Apology accepted Applejack. I'm used to sustaining injuries from ponies by now." He laughed.

Twilight gave Applejack a reassuring pat on the back. "We've been introducing him to all of us and the only one left is Fluttershy. Would you like to tag along?"

"Sure… that is, if ya don't mind me tagging along after Ah hogtied ya like that, Doctor."

"No problem, Ah've felt worse today from Rainbow Dash, so it's all good, partner." The Doctor put on a fake southern accent but the joke seemed to fly over Applejack's head.

"Alright then, let me just tell Big Macintosh and Granny Smith that Ah'm off, and we'll all go ta Fluttershy's." Applejack ran into the farmhouse to tell her family members of her departure.

* * *

Fluttershy's cottage stood right at the edge of the Everfree forest. The other ponies had often wondered why Fluttershy would live right at the edge of a place that was meant to be so terrifying, but the Doctor understood. So many different creatures lived in the forest which gave her the chance to look after and love every one of them.

Rainbow Dash seemed to be particularly nervous about the Doctor meeting Fluttershy. She had known her since they were foals and predicted that their meeting would end with Fluttershy suffering a heart attack.

"Hey guys, listen, no offence Doctor, but are you sure it's smart to introduce him to Flutters? I don't think she's going to react very well, I mean, we've all seen her during nightmare night, she'll probably think the Doctor is just another monster like the Changelings."

Twilight nodded her head in agreement. "You're probably right Rainbow, but if we are going to have any hope in finding the source that is keeping the Doctor grounded, we may need all the Elements of Harmony, and that does include Fluttershy."

This didn't fill Rainbow Dash with confidence. The Doctor was nervous too but he was doing a better job at not showing it. He predicted that this would end in one of three ways. One way was that Fluttershy might hit him from the shock of seeing him or run away screaming. Another was that she could suffer a heart attack that would kill her. Or three, she may be too shy to even talk to him at all.

There was no turning back now anyway, as all of them were now standing at the foot of Fluttershy's door. Applejack felt the need to give a final warning.

"Now remember there, Sugarcube, no sudden movements or we might all regret it."

The Doctor was the one to take the initiative and knock on the door to the cottage. The five of them heard a very meek and timid voice come from behind the door.

"Um… just a minute… if you don't mind." They all heard very light footsteps slowly approaching the door and the voice called out again, "Um… who is it?"

"Hey, Fluttershy. It's me, Rainbow Dash, and the girls. We've uh… brought a friend here to meet you."

"Oh, okay. Let me just unlock the door." All of them were prepared for the worst to happen. They heard the click of a door and it was opened by the timid animal lover named Fluttershy. Everyone held their breath as Fluttershy looked directly at the Doctor in front of her. "Excuse me, are you an animal?"

"Well I guess technically I am..."

"My goodness, you can talk! Are you okay? You look very pale."

"Oh no this is my natural skin…"

"Come inside now little one. I'll help you feel better."

Rainbow Dash was taken aback a little. "Little? Fluttershy, he's like twice your size."

Fluttershy wasn't listening to Rainbow Dash though, as she dragged the Doctor into the middle of her cottage and laid him down onto her couch. He didn't fight back at all as he knew how delicate Fluttershy was.

"Now just wait here my little friend, I will be right back with some medicine to help you feel better."

Fluttershy flew off towards her kitchen when the others entered the room to see the Doctor lying on the couch. He decided that since he was now in this position that he might as well get comfortable, but Twilight had other ideas.

"Get up Doctor, we need to explain to her…"

"Okay I'm back. Here is some medicine that should make you feel all better." Fluttershy said sweetly.

Before the Doctor had a chance to reject the offer he had a spoon shoved into his mouth and the vile liquid poured down from it into his throat. The Doctor had only one word for what was just shoved down his throat "Yuck!"

The Doctor thought about all his meetings with the ponies thus far. He had been threatened, beaten up, confused, tied up and now he had bile shoved down his throat. In reality the one good experience he had was when he was complimented on his fashion sense, but it didn't make up for the pain and suffering he'd felt so far, despite how nice they were to him.

When the other ponies ran away from him, that had started his bad mood. He was at first worried that he was going to bring strife to this world. However, it seemed to be the reverse. While the Doctor had been lost in thought, the other ponies had explained to Fluttershy exactly what was going on and she flew back over to the Doctor with an apologetic look on her face.

"Doctor, I am awfully sorry for thinking you were ill and giving you that medicine, I know that it doesn't taste very good."

The Doctor couldn't be upset at her for very long. "No harm done. Anyway why don't we start again. Hello, I'm the Doctor." The two of them shook. "And your name is Fluttershy. Am I correct?"

"Yes, you are, please may I ask you some questions about your race. The Time Lords sound like such interesting animals."

The Doctor was still a little hesitant to talk about his people, but firmly nodded his head none the less. Twilight however, intervened.

"I'm sorry to interrupt, and I'll let you continue in a minute Fluttershy, but since you've now met all the Elements of Harmony Doctor, what do you want to do now?"

The Doctor looked outside and guessed the time was about four o'clock. He knew one thing that would make the others happy. "Well, you've heard about it at this point, so why don't I show you the TARDIS?"

This got a cheer from the others and they all proceeded to leave Fluttershy's home, but the Doctors mood had dropped since the morning.

* * *

They were walking through Ponyville and Fluttershy was bombarding the Doctor with questions which he was answering instinctively. He was focused on the fact that it was four twenty in the afternoon and the town was still deserted. He let out small chuckle which caught Rarity's attention.

"What is so funny?" she inquired.

"Oh nothing, it's just the fact that everyone is still locked up in their homes."

"Oh right… I only faintly heard the commotion but I was too busy with a dress to take notice."

The Doctor couldn't hide his sad look from the Element of Honesty, and she was abrupt as always. "Is that what's bothering ya Sugarcube?"

"Sort of, but I've become accustomed to landing in places and things going wrong. Well, there's the library! Oh, I love this part."

The Doctor suddenly got a spring in his step and ran through the library door while the others followed close behind him. He stopped outside the door to the TARDIS. Rainbow Dash was a little disappointed that it was so small.

"This is it? It's just a blue box! We could onlyl barely fit in there!"

"Oh come now, Rainbow Dash. He did say it was bigger on the inside than the outside" explained Rarity.

"Oh yeah. Wait, how's that possible anyway?"

The Doctor had practically returned to life as he was happily bouncing around his beloved home. "Ladies, this is the TARDIS. It stands for Time And Relative Dimension In Space. Its bigger on the inside as it has its own dimension, and with this box I can go anywhere in time and space."

All the ponies, even Twilight who had already been in there, were all at the edge of their seats ready to get a good look of the interior. The Doctor unlocked the door and put his hand on it. "Everypony, welcome to the TARDIS."

As they all rushed in the Doctor was greeted by one of the last things that he expected. Voices. Specifically these voices all shouted in unison "Suprise!"

The Doctor was left in shock; he looked around and saw streamers and a cake that said 'Welcome to Ponyville', party games and a big sign hanging from the two closest pillars to the entrance which also read 'Welcome to Ponyville'. There was a sudden silence as all the ponies looked at the Doctor waiting for him to respond but the look on the Doctors face was that of absolute shock. "How… how did all of you get in here?" Then he heard a familiar springy sound jump right up to him. It was Pinkie Pie. The Doctor couldn't help but smile, "It was you wasn't it, Pinkie?"

"Yep! It was me Mr. Timelord Doctor Sir! I thought to myself that since you were new here that I had to throw you a party to welcome you to town, but I couldn't get into your TARDIS so I had to pick the lock…"

"You managed to break into my TARDIS? Making you one of the only beings to ever do it while others had armies and couldn't do it..." The Doctor deadpanned.

Pinkie smiled. "I suppose it does."

"Okay, please continue." he said, shaking his head.

"So when I broke in I was shocked to see how big it was and I told all the other ponies in town and they all came over and they were shocked and no one could figure it out so we all just decided to throw you a welcome party after I told them how nice you were and how your kind of stranded and that's why we're here."

There were so many things wrong with the situation before him. No one and no pony for that matter had ever broken in by picking the lock. It dumbfounded him. He looked back to the Elements of Harmony behind him and all of them just shrugged their shoulders. The Doctor looked at what was before him again and it appeared the entire town was in his home. He sighed and threw his jacket onto the nearest pillar and just said "Alright then, let's party!"

With that, all the ponies cheered and everypony joined in with the festivities of welcoming the Doctor to Ponyville. Little did he know that trouble would soon find its way to the doorstep of Twilight Sparkle's library.

**Notes for the Chapter:**

> What will the Doctor do now he is stranded in Equestria?


	4. Would Anypony Like a Jelly Baby?

The surprise party in the TARDIS had been eventful to say the least. The Doctor had to make sure that none of the ponies touched the console. Despite the Tardis being grounded, the time machine was acting unpredictably so the Doctor didn't want to take any chances. He was surprised how all of the Equestrians just accepted the fact that his home was bigger on the inside than the outside. However, the Doctor figured that all the unicorn ponies thought that it was just a type of magic far beyond them, and all the non-unicorn ponies probably just assumed it was magic anyway.

Eventually, the party winded down and most of the ponies had taken their leave. The only ponies left in the TARDIS were Twilight, who was looking around the console in some attempt to figure out how to fly it. Rainbow Dash, who was flying around the time machine so she could get an idea of how big it actually was. Applejack and Fluttershy, who were just content on lying on the ground and taking it all in. Rarity, who was in the wardrobe section and was judging all of the clothing that the Doctor had; and Pinkie Pie who was excitably jumping all over in random parts of the TARDIS.

The Doctor was making seven cups of hot chocolate for his new friends and himself. His day had done a complete 180 twice, and right now, he was very happy. He had never had a party in his honour before in his entire 900 year old life and now he would end the day with his new friends. He had thought that this was a pretty good place to get stranded if someone was going to get stranded at all.

He walked in with a tray carrying the seven hot chocolates to the main TARDIS console. He remembered at least once that he had shared the beauty of chocolate with all of his companions. Chocolate was one of humanity's greatest creations and a winner in his book. He had also found something familiar from his days in his fourth form which he wanted to share with the group.

He made it to the console and was greeted by Applejack. "Well howdy partner. Have you got drinks for everypony?"

"Oh yes, hot chocolates for everybody, we just have to get everyone here now."

Fluttershy then spoke up in her usual quiet tone. "Oh… well if we wait a moment, Rainbow Dash should come around because she's… um… racing around your TARDIS."

And sure enough, Rainbow Dash appeared and was stopped by the Doctor. He asked her to gather everypony to the room so they can all take a drink with him. A couple of moments later, all the elements of harmony had joined them in the control room and they were all quietly drinking their coco. Nopony said anything for a while, but Pinkie Pie couldn't stand the quiet so she called out, "Hey! Did you enjoy your welcome to Ponyville party? I hope you had a super fun time."

"Oh I did indeed, I think that mare… what was her name… oh yes, it was Octavia. I think she drank a little too much. I think she was actually hitting on me as well, but I did enjoy the cake, I've always loved cake."

Rarity decided to join in the conversation. "Oh yes, Octavia. She regularly buys bowties from my shop. Despite the fact she moved from Canterlot to this town, she's very upper class. She's always had a thing for the odd, darling, so that's probably why you caught her eye. I mean her roommate has always been a little odd too. I swear there's something off about that Vinyl Scratch, I just can't put my hoof on it…"

Applejack cut Rarity off, "Now hold on there Rare. It ain't kind to talk about other ponies behind their backs and spread gossip. You and the Cutie mark crusaders learned that the hard way, remember?"

"Oh relax darling. I didn't mean anything by it. Actually come to think of it, Octavia really was flirting with you, wasn't she? I think she really took a fancy to you when you put that bowtie on, I know she's always had a thing for them."

The Doctor thought back to when he got a bit wild and was putting on random clothing. "Yeah, I'm not sure why I did that. I used to love bowties but I've gone off them, I can't imagine myself ever wearing one again for very long, they're not very cool."

Rainbow Dash had become weary with this conversation. "Anyway… since you're staying in Ponyville and all, what do you think you're actually going to do here?"

"I don't really know. Until I can figure out exactly why the TARDIS has decided to stay here then I can't leave. I guess I'll just have to find something for me to do because I can't even get my TARDIS out of Twilight's library. It's just dawned on me that I'm probably going to have to find a job, I've never had a job before, what do you do in a job?"

Twilight just shook her head with a smirk on her face. "Actually, Doctor, I was hoping that maybe you could show me exactly how your TARDIS works. It's fascinating how you are able to travel through time and space with your device. I'd like to know more about your chameleon circuit and how it cloaks your TARDIS. Also, can you tell me how your TARDIS is connected to the time stream?"

"Sure, that sounds very interesting, as long as you show me exactly how this magic works. I have some idea but I would like you to show me more."

"Then it's a deal, it will be a scientists trade."

Fluttershy also spoke up, "If you don't mind me asking… would you be able to tell about some of the animals in your universe? From what little you've told me they sound very fascinating."

Rarity spoke up next. "Oh. and I would love your advice on my next clothing line that I'm making. You seem to have an eye for fashion and unique style."

The Doctor looked around the group "Well I guess I'll be busier than I thought… oh, and before I forget, would anyone here like a jelly baby."

They all looked a little confused at this offer but they all took one each and then Rainbow Dash recognised what it was. "Hey! These look like Jelly foals, except they're shaped like mini Time Lords."

"Well they're actually meant to be baby humans which is your equivalent to foals."

The mane six all tucked into the tasty treat presented to them. The Doctor looked around and for a moment, he didn't see how in any way he could cause any trouble in this world. That's when Spike opened up the door to the TARDIS and called out to them. "Everypony, two of Celestia's guards are standing at the door and they want to see Twilight, urgently."

Nobody wasted anytime in going straight out of the TARDIS and to the front door where they were greeted by the two guards in question. "Greetings Twilight Sparkle, we were told that an unidentified creature would be at your place of residence. Is this the creature in question?"

The guard pointed directly at the Doctor who didn't seem to bothered about this. "Yes, hello, that's me, I'm the unidentified creature. I'm called the Doctor."

The guard kept directly talking to Twilight. "Princess Celestia has called for his presence and yours, and she said that if the rest of the elements of harmony wish to come they may. Please do not delay. We will meet you by the carriage when you're all ready."

They could see that it was now night time at this point. Twilight turned to the Doctor and said "We should go, perhaps she will know why you're stranded. There must be a reason she called for us, especially at this hour."

"I agree, would you five like to come?"

Applejack was a bit confused. "How the hay would the Princess know about the Doctor already though?"

The Doctor thought about it. "That's a good question actually, she couldn't have seen me land because the TARDIS materialises on the spot, and it doesn't land like a Pegasus or a carriage would, so I don't know, but we'll probably find out once we get there. So I'll ask again, do you all want to come?"

They all nodded their heads in unison and the Doctor clapped his hands together. "Alright then, it's time to meet Princess Celestia."

* * *

Princess Luna had just finished putting up the night sky. She had flown tonight with an extra shot of vigour in her step, and she was eager to return so she could have something to eat. She was absolutely famished. She was going to eat with her sister Princess Celestia tonight as they had not dined together in a while.

She walked around her bedroom as she wondered what she was going to eat tonight. In truth, she was a little worried about her older sister, as she was doing some interesting experiments that Luna was not allowed to be a part of. She wasn't jealous per say as she wasn't really interested in the sciences, but she did find it very odd that Celestia wouldn't even allow her own student to know anything about it. Celestia had made Luna promise not to tell Twilight for any reason. Still, she just assumed that her sister was having a faze that she would get over soon.

It was then when she heard a knock on the door. "Ah, that must be one of the Guards. He must be here to tell me that supper has been prepared."

She had been able to gain control over her voice as of late. She found that Twilight Sparkle was correct that the royal Canterlot voice was outdated, however, she also realised if she ever needed to intimidate any pony in the future that the voice did wonders. She always kept that at the back of her mind. She approached the door and when it was opened, she greeted the guard in front of her. "Good evening Guard, is tea prepared yet?"

"It is indeed Princess Luna. However, your sister has requested your presence outside the front entrance to the palace immediately."

"Why on equis does she want to meet me there?"

"I am afraid that she would not tell me. The only thing she said was that it was very important for you to meet her there. If I were to take a guess, she just might want to show you something."

Luna sighed. She was very eager to start eating but she knew that she couldn't stand up her own sister despite her ever growing hunger. She would just have to finish whatever she wanted as quickly as possible. "Alright guard, lead the way."

They set off towards the front entrance of the palace. To keep her mind off the hunger in the pit of her stomach. She guessed in her mind what her sister could possibly want. _Perhaps it has something to do with that experiment, or perhaps my sister is playing some practical joke on me, if it is that, I will make a mental note to wring her neck afterwards._

They were approaching the main entrance when the guard suddenly took his leave. He said that he was not allowed past this point and that the only guard that was stationed with Celestia was Shining Armour and this was per Celestia's request. Luna just accepted this as the less questions meant the sooner she could get to the food.

She walked through the doors and Luna saw her Sister sitting just outside with shining Armour nearby. She greeted him, "Good evening Shining Armour, I trust all is well?"

"You'll have to ask Celestia your majesty, all I've been told to do is stand guard in case something ugly happens."

Luna turned her attention to her sister and asked "Sister, what is the meaning of this? I thought we were to dine together, but instead you have called me out here. Why have you done this?"

Celestia wasn't moving. She was looking ahead with a smile on her face. It didn't look like she was looking at anything in particular at all, it seemed that she was waiting for something to fall in her line of sight. "Luna, patience is a virtue. I do hope you remember this lesson. Tonight we might have some guests joining us for dinner."

"And is this the reason thou has asked us to join you? To meet these guests?"

"Precisely, but I must ask you not to act rashly when you meet one of them, I would rather not start an incident."

"Why would we act rashly to any of the guests? What are you not telling me?"

"Again, patience is a virtue Luna. I wouldn't be surprised if it turned out there was a missing seventh element of harmony and that was it… ah, look, here they come."

Their eyes locked onto the golden chariot that was descending towards them. It stopped right outside the palace. Six very familiar mares stepped outside of it, but they were accompanied by something that Princess Luna had to do a double take on. She didn't know what it was. Luna had lived a very long life and had seen all the creatures Equestria had to offer, but she didn't have a clue about what she was looking at.

The creature was tall and it had unusual clothing on. It also had a wide smile and it was muttering words like brilliant and fantastic under its breath. The seven of them approached the princesses. Shining Armour's horn was starting to glow and aimed directly at the Doctor. The Doctor also took a defensive position. "Twiley? Is that you? What is this thing?"

The Doctor said "Hey, that's a little rude. I'm not a thing. Well I guess I technically am a thing I suppose, but still, it's a little rude, and put that thing down, you'll poke out someone's eye with that."

Twilight put a reassuring hoof on her brother's shoulder and he depowered his horn. The Doctor turned his attention to the princesses. "Right, now then. Hello, I'm the Doctor, and it's a pleasure to meet you Princess Celestia."

She extended her hoof and the Doctor shook it. Luna was still in a small state of shock as she was still trying to figure out what the Doctor was. "Oh it's a pleasure to meet you too Princess Luna."

She did the same as her sister without even thinking. Her mind was for too muddled until she found the ability to speak. "Sister! I'm sorry for being so rude, but what is this thing?"

"Why didn't you hear him Luna? This is the Doctor, and I'm the one who brought him here."

**Notes for the Chapter:**

> Dinner is served with a side of confession next chapter. kudos the story if you want regular updates, and follow to keep up with the story. Praise + constructive critism welcome!


	5. Dinner for Nine

**Notes for the Chapter:**

> The Doctor has just met Celestia, and she just dropped the bombshell that she was the one who brought him to this world.

Celestia's revelation was greeted with a short silence. Everypony, including the Doctor, kept looking at each other, trying to urge one another to say something. Eventually the Doctor gave in, and words managed to fall out of his mouth. "Well that's… unexpected."

Celestia chuckled to herself lightly and said "I apologise if that was not what you were expecting."

"But Princess, why did you bring the Doctor here? For that matter, how?" Twilight cut in.

"My faithful student, all of that will be revealed when you join me and my sister for dinner this evening."

The Doctor didn't like this, something felt off. Judging from Luna's expressions and reaction to meeting him, she was completely out of the loop. The rest of the Elements of Harmony seemed to think the same thing too, judging by their expressions. Even Twilight, Celestia's own pupil seemed to have doubts and there was just something… off about her that she just could not place. The Doctor decided that it would be best to decline the offer and if he was lucky, he might be able to leave this universe.

"Well I very much appreciate the hospitality your majesty, but I must respectfully decline as I must get back to… timey wimey stuff, and yes that is the technical term."

"Oh, Doctor. I am afraid you misunderstood me, so I should clarify. I wasn't giving you an option to stay or go I'm afraid. You are joining me and my sister for dinner. You have no choice in the matter."

The Doctor heard hoof steps approaching behind him and they all turned around to see a number of guards blocking the exit. Shining Armour looked on in panic. "Twiley, please convince your friend here just to come along," he asked. "I'm sure this is just a misunderstanding that will be sorted out if he goes without a struggle."

The Doctor looked around him, clearly none of the elements wanted to fight Celestia but Rainbow Dash was getting pumped just in case the eventuality arises. She flew up to the Doctor and whispered in his ear.

"Hey, listen, I'm not really into fighting the co-ruler of all of Equestria and all, but she doesn't seem quite right. If you want to fight our way out of here, then I'm with you."

"So you would be prepared to fight me Rainbow Dash? You are the element of loyalty after all, but let us hope that it doesn't come to that. Right, Doctor?" Celestia spoke.

The Doctor looked down at a very worried Twilight who mouthed to him the word 'please'. This was certainly not the Celestia he knew from the show, but he had no choice but to give in. "Fine, there won't be any trouble."

Celestia looked very happy all of a sudden. She clapped her hooves together and actually hugged the Doctor. "Oh thank you, you have no idea what this means for all of us. Sister, you show them to the dining room. I'm going to speak to the chef and organise the food for the Doctor. I assume you would like something a bit more _filling_ … maybe not for a pony."

Her emphasis on the word filling led the Time Lord to believe she meant meat. Knowing he would potentially be stranded in Equestria for some while, the prospect of not eating any kind of meaty food was near unbearable. He wasn't in the mood to question why she had meat, so he just went along with it. "I suppose if it's not too much trouble…"

"Oh no trouble at all, and thank you so much. Luna, show them to the dining hall."

"Tia, wait I…"

Luna had forgotten her previous hunger, and was now more annoyed and confused than anything else. As her sister flew off towards her bedroom, she turned back to this Time Lord. She still wasn't sure what to make of him, but he didn't seem hostile so for now, that would have to suffice.

She let out a sigh as she remembered her hunger again and it was getting late. She turned to the guard captain. "I know you are eager to return to your beloved, Shining Armour, but I must ask you to guard the dining hall. Take a few of the guards and make sure no pony enters or leaves until either me or Tia command so." He saluted the princess, quickly hugged his sister, and then made his way into the castle. Luna turned to everypony else. "Come then, I am as eager as you to find out what this is all about."

* * *

They were all now seated at a long table, minus Princess Celestia who had not arrived yet. The table was rectangular and Celestia's empty chair sat at one end while the Doctor was told to sit at the opposite. Everypony else were seated along the sides, Luna and Twilight were closest to Celestia's seat while Dash and Applejack were closest to the Doctor. The others were located near the centre.

To say the atmosphere was tense would be an understatement. Nopony was talking and they were giving each other nervous looks. Even Celestia's sister and student didn't know exactly what to expect. The Doctor didn't like this kind of atmosphere, he cleared his throat and spoke.

"Anyway this is a nice castle isn't it?"

Pinkie bounced up. "Oh you're super-duper right, Doctor. This is my most favourite castle ever, although this is the only one I've ever actually been too but it's still the greatest one ever."

Twilight found a smile and soon joined in. "Yeah, it is nice. I've missed coming here. I hardly ever see it since moving to Ponyville. Can you tell my friends about this place Princess Luna?"

"Why yes I can, Twilight," Luna said proudly. She lifted a foreleg dramatically. This castle has stood here for nearly eight hundred years. My sister moved here when she had recreated stability across the world after my battle with her. It took her two hundred years, but the world was a peace again. We had to leave our original home that our mother built it, she was known simply as Faust, Queen Faust. I miss her very much."

"Sorry, did you just say Faust?" The Doctor asked.

"Yes I did. Why do you ask?"

"Oh, no reason. "The Doctor had a mischievous smile on his face, but another question came to his mind. "May I ask, what happened to your mother?"

"Neither I nor my sister know. One day she was just gone. We miss her dearly though, the fact is that my sister took it worse and removed many statues and paintings of her. I've never been able to get her to put them back up. She's nearly forgotten by our ponies."

Before another word was uttered, Princess Celestia entered the room. She strode in as majestically as she could but she had trouble holding in her excitement. She took her seat so she faced the Doctor directly. When Celestia entered the food soon followed and it was placed in front of the guests. The finest food in all of Equestria lay before them, but the Doctors dish held a special surprise. Hidden under the salad was bacon and other various meats.

The Doctor carefully took some when nopony was looking. There was no conversation at first before Celestia broke the ice. "So, Doctor. Let's begin shall we. May I ask how you know our language?"

"Oh, you mean… Equestrian?"

"Yes, that's correct."

"Well to me you are all speaking Time Lord. The TARDIS which is my time and space machine translates all languages so I and anyone that I come in contact with can understand each other."

"So you're saying that you and ya blue hickity are connected?" Applejack asked, a little flabbergasted at the notion.

"Yes, that's correct. I imagine it's hard to get your head around but…"

"Actually, it makes a lot sense. At least it would in your universe." Celestia interrupted him.

Fluttershy was barely audible. "So you were aware he was from another universe, if you don't mind me asking that is."

"You are correct, Fluttershy. Should I explain how I came across you and your machine, Doctor?" The Doctor nodded firmly and Celestia began to explain.

"I was in my room the previous day when I felt something quite off. Recently I have returned to some old research of mine. After the recent wedding and their attack, I felt relieved after there were no further sightings. The changelings appeared to have returned from whence they came from. Of course they could return, but our new detection equipment and other security protocols make me confident that the changelings will not return so easily."

"After the attack, Luna said she would take care of any further political situations for a while which left me a lot of free time. That's when I stumbled across this. Twilight, you might find this quite interesting."

Celestia lifted a book from under her chair and placed it on the table. Twilight took note that the author was none other than Starswirl the Bearded, one of her heroes. The Doctor only had to read the title to know what it was about. 'The Multiverse – A realm beyond our reach'.

"Princess, how did you get this? Why have I never read this?" Twilight questioned her mentor.

"It was Starswirl's request that this should only be shown to limited numbers and not the public. This book contains the theory of the multiverse. Essentially, every possible reality exists, if you can think of it, then it exists somewhere. Even a reality where magic doesn't exist. The Doctor is from one of these other realities, however, Starswirl theorised something slightly different. He believed a universe was created through something in other universes, but he never specified what it was."

"What does this have to do with the Doctor?" asked Rainbow Dash.

"I believe that Starswirl was correct, so I was hoping the Doctor would have the answer that I'm looking for."

"And what is the question?" The Doctor asked cautiously.

"How was Equestria created?"

Silence filled the room. How could the Doctor even begin to answer her question? He knew he could lie to her and theoretically if Starswirl was correct with his theory, then the only reason this entire world existed was because of a children's television show.

"I don't know if you'd like the answer. Are you sure you…" The Doctor said quietly, trying to prevent her from asking further.

"Oh come now, it couldn't be that bad. Was it some great higher powers idea for creating our utopian society? Or a well-crafted machine of visionaries?" Luna looked nervous; she was worried for her sister who was definitely not herself.

"Sister, why is this so important? Perhaps it is best that we don't know everything for…"

"Quiet, Luna! You don't understand the importance of this! You have been gone a thousand years while I have had to work day and night to protect and look after this kingdom. Do not tell me what I need and don't need to know!"

Luna's jaw hanged open. The Doctor thought it would drop off but it remained attached. Twilight was wearing a similar expression to Luna, Fluttershy was hiding under the table, Dash kept her eyes on the ground with AJ, Rarity wanted to excuse herself but didn't dare speak and Pinkie Pie… was actually speechless. Celestia wasn't done. "Now tell me! How was this world created?"

"You're a children's TV show."

That wasn't the answer Celestia was expecting, she didn't even know what a TV was. She asked "What is that? Is it some sort of code?"

"No, your Majesty. A TV is like a projection device with moving pictures. People in my world write and create television shows and then they are shown to everyone on these screens."

Celestia was getting a picture and so was Twilight who asked "So this is sent to the entire planet to view."

"Relatively yes. There's more to it than that, but you get the general gist of it." Applejack was starting to see it also.

"So humans on your planet just sit around and look at this screen all day?"

"Some do, but most not to the level you are probably thinking."

"So were for kids?" Pinkie Pie cut in.

"I guess so. Your show has quite the following in my world though so all ages watch it. Of course, if Starswirl was correct in his theory."

Twilight then realised something. "Wait a second, that's how you knew who I was. You can't really read minds at all can you?"

The Doctor let out a heavy sigh. "I can, but I need physical contact with the person, or in this case, the pony.. Things were different then and your mind had taken so much trauma from all the reality bending things you found out about me and my TARDIS. It was safer for you not to know."

Twilight nodded affirmatively. Rarity asked "So who was this 'Human' who created us then?"

"Her name is Lauren Faust, she's the main creator of the show, but there was a team that helped her. She wrote and created all of you specifically."

"Ah, so she created my dazzling mane, I must give this mare my thanks when I can."

"So she wrote that I was banished to the moon for a thousand years? Why would she do that?" Everyone turned to an upset looking Luna.

The Doctor answered "You have to understand, she has no clue she's even creating this reality. To her, it's just a story. A good story has to have a good antagonist and that's what you played, however she wrote your redemption also Luna. She wrote that you reunited with your sister. Again though, this is only assuming Starswirl was right. He could be wrong and this reality simply came to be. Alternate universes are infinite you see, there is no end."

Dash quickly asked "So there are people in your world watching us right now?"

"Well it appears that you have adventures outside of the shows, and I doubt this would be broadcasted so their likely not watching us now. Also remember, it's a kid's show, which is relative to something for foals so they won't see you doing anything… private."

"N-no that can't be right. There has to be more to this!" The Ponies turned to Celestia. They were concerned with her sudden outburst. Celestia continued on but looked very distressed with her natural flowing mane falling out of place.

"You don't understand Doctor. It can't be just from one person's idea. I need to know how to change things here. You're seriously telling me that I can't do a cursed thing and every fundamental decision about our lives and history was decided by just some writer." Tears nearly came to her eyes. No one interrupted her as it looked like she was about to break down.

"I-I just can't accept that. I lost my sister for a thousand years, I haven't seen my own mother for longer than that and our idyllic society is now facing a problem that can't be changed unless I can change the way this world works."

"Sister, what do you mean?" A silence filled the room as Celestia lowered her head down so no pony could see.

"The population crisis is getting worse. For now were at a sixty to forty split, but our researchers…"

What they had heard around that table to many was life changing. It was surprising though that Celestia took it the worst. Celestia's head was suddenly raised and her expression had become a disturbingly happy one.

"Thank you for coming to dinner my little ponies. Thank you as well, Doctor. I must retire for the evening so be safe and goodnight." Twilight tried to call out to her mentor.

"Princess, what did you mean you had to change the way this world worked? What's wrong?" her words fell on deaf ears as Celestia left the room for the others to continue their meal.

* * *

One hour later…

The Doctor and co had not said a word to each other since they left the castle. Luna had assured them before they left that she would look into the matter, but it didn't fill them with confidence. There were a lot of unanswered questions after that meal. They had returned to their homes and the Doctor and Twilight found themselves in the library, both had many thoughts running through their minds.

Twilight had just witnessed the pony she idolised above all others, who she had never even seen break a single sweat, practically have a nervous breakdown in front of her. The Doctor had witnessed a beloved creature act completely out of character. If he had only heard of Celestia, but had never seen her, then he would have been certain that the pony he met that evening wasn't her.

Twilight had stayed calm though, but she also wanted answers for her mentor's unusual behaviour. Spike was fast asleep by the time they got back so Twilight made them some tea. Twilight wanted to ask some further questions while they were sitting at the kitchen table.

"So what do you think is the problem with this world then? I just can't figure it out." Tilight asked quietly. The Doctor took a big gulp of his tea. He thought intently about what had transpired.

"Has there been any border issues? Perhaps the Changelings or…"

"Shiney has told me constantly that there have been no such issues. They're still looking for any signs of Chrysalis but she's completely disappeared. I've been trying to dig up some information on them with little success. There were reported sightings of changelings with Nightmare Moon a thousand years back, but no detailed records exist, only speculation."

"Really? Quite interesting. Then perhaps it's a social issue, but whatever it is, it's drawn the TARDIS here which is not a good sign." Twilight let out large yawn which made the Doctor chuckle. "It looks like somepony is getting sleepy. You should probably hit the hay. We could all do with some rest."

"I suppose you're right. I'm not sure how much sleep I'm going to get though. Sleep well, Doctor." She trotted towards her bedroom but stopped halfway up the stairs.

"Just one question Doctor, do you think you were born from one of these shows?"

"Oh no, that's just silly." Twilight nodded and went to her room, leaving the Doctor alone with his tea. The Doctor looked at the bottom of his cup for a second before finishing the contents.

He washed the cup and took a look at Luna's night sky before returning to the TARDIS. However, when he got to the door he found a small envelope stuck there. What was also interesting was that a heart was drawn on the front of the envelope.

He took it off and looked inside to see that the envelope had a bowtie in it. A brown bowtie that surprisingly, fit him perfectly. Although he didn't really like them there was something about this tie that really appealed to him.

He took the tie and examined it further that night before he went to sleep. One thing that stuck to his mind though was who would leave him that envelope.

* * *

Meanwhile…

Celestia couldn't sleep. She buried her head in her hooves as she sat next to her contraption. This device told her the Doctor was by a tear she could take advantage of and it had taken all her power to bring him here. The next day she knew she would have to send him back, but then she heard something.

**_"Y-y-you wa-ant help?"_ **

"Who said that?" She received no answer at first. She leant against the device that was a combination of magic and current era technology that resembled a speaker system with a screen.

**_"W-w-we can hel-lp you."_** It was coming from the speaker system.

"You're like the Doctor?"

**_"We c-can help you ch-hange your w-w-w-orld._** **_We can save it."_** This was all so sudden for her. The Doctor couldn't help her and she knew the inevitable would soon arrive.

**_"Will you ace-ept our off-fer? Just let us in."_ **


	6. Bowties are Cool

Two weeks. For two weeks the Doctor has been stranded in Equestria. The consolation was that he couldn't be stranded in a nicer place. The Doctor should have many thoughts going through his head. How can he get home? What was with Princess Celestia two weeks ago? Who left that letter? However it turned out that whenever the Doctor was tinkering with the TARDIS that all others thoughts drifted out of his mind… unless someone was talking to him and in this case, somepony.

Rainbow Dash was visiting the Doctor today as many of the locals regularly did. She was currently reciting the tale of her second sonic rainboom which the Doctor was only half listening too. The Doctor had become an odd sort of local as of late, and within a week, to everypony else, he was just another one of those weird things that found their way to Ponyville. This town was no stranger to bizarre characters.

When the Doctor met Granny Smith the other day she talked about how she knew that one way or another, he would be staying. When he asked why, she told him this. "When me and my family came here, we knew we would be staying. When a small and fragile Pegasus fell down from the sky, I knew she would be staying. When my little apple left for the city, I knew she would be back. When that fancy mare opened up her fancy shop as a 'temporary' location, I knew she would be staying. When that Rainbow haired mare came with big dreams and a large ego, I knew she would be staying. When a bubbly pink pony came here looking for work, I knew she would be staying and when Celestia's student who didn't have a clue about friendship came here, I knew she would be staying. Trust me pardner, you're staying one way or another."

Not if the Doctor could help it.

Rainbow Dash was continuing to spin her tale when they heard a knock on the TARDIS door. The Doctor was otherwise preoccupied so he asked Dash to get it.

"Could you get that, Rainbow?" Dash responded with a salute and dashed towards the door. Dash was surprised by what she found.

"What the?"

Dash was confused by what she held in her hooves. Even more confused by the fact that the person who delivered the letter was nowhere in sight. She ruled out Ditzy delivering this letter as she always liked to deliver them personally. Another thing that confused her was that a heart was drawn on the front of the letter and below it said 'To the Doctor.' Dash noticed Twilight enter the room from the staircase.

"Hey, Twilight. Who left this letter for the Doctor?" she asked. Twilight trotted over to take a closer look.

"I'm sorry, Dash. I didn't see anypony enter the library. I would have heard them because of the bell, so they must have come through the open window over there." She replied.

"Why does this letter have a heart on it?"

"Oh, Rainbow Dash. Even I know that it's a love letter. You better not let Rarity get a wind of this though."

"Why's that?"

"Remember our last sleepover with all the girls? After Pinkie said she liked the Wondebolt who has a thing for pies, Rarity then went on and on about Pinkies 'romance' with Soarin. Then she started to pair us up with loads of different ponies."

"Oh yeah, don't remind me. She went on about howI would meet some mysterious pony that would walk into town and melt my heart and sweep me off my hooves. For some reason, she made him a detective. Like that will ever happen." Twilight took another look at the letter and gave it back to Rainbow Dash.

"Anyway, you should give the letter back to the Doctor." Dash nodded and flew back into the TARDIS, hovering above the Doctor.

"I got mail for you, but it doesn't say who it's from." That sounded awfully familiar to the Doctor as he climbed out of the flooring of the TARDIS. He recognised it straight away. It was just like the letter he had been given previously.

"That sounds familiar. I received a letter like this two weeks before. I still don't know who the sender was." Twilight walked in and had overheard what the Doctor said.

"Really? What was in the first letter?" she asked.

"It was a bowtie actually. You remember the one I tried on yesterday."

"Oh yes, you looked nice in that. Wait a minute, bowtie huh?" An idea came into Twilight's mind as the Doctor opened the letter. Instead of another accessory it was an actual message.

_Dear Doctor_

_I must apologise for the letter that I am writing you. In truth I find this whole situation rather embarrassing. I'm acting like a little school filly and if I can be honest, I'm afraid of rejection on this matter._

_The reason I tell you this is because of a friend actually. A friend of mine in the orchestra has also taken a fancy to you. I responded to this by slapping her. She claimed that she liked your fingers. I apologised of course, but she figured out what was wrong and convinced me to tell you. However, the furthest I've gotten is writing this letter._

_Ever since I saw you stepping out of Twilight's library, and at the party in your incredible machine, I've not been able to get you out of my thoughts. I have always been drawn to more unusual creatures and things. My roommate is a testament to that. You're clearly very intelligent and after what Lyra my friend said you could likely do with your fingers… well that isn't important._

_I thought you should know and I hope to gain the courage to talk to you face to face very soon._

_Love, your secret admirer._

The Doctor was perplexed by the letter. It wasn't like he hadn't gained admirers before in his time, and he had received letters like this previously, but not from a creature so different. Although he did fancy a tree once so really the species boundary was no issue for the Time Lord. The obvious issue was his age. He can never die and he would live forever. Any creature that he encounters would not be able to share this and the Doctor would have to watch them die. Just like all his friends. He shook his head. He would have to let this mare down easily.

"I think I know who sent this, I think it was Octavia. I had heard she took a liking to you" muttered Twilight. Twilight looked up at the letter the Doctor had in his hand. "What does it say, Doctor?" The Doctor tucked the note in his jacket pocket.

"It isn't important. Do you two have any idea where I might find Octavia?" asked the Time Lord.

"Sure, I fly over Ponyville all the time. Usually, all the musician ponies - when they're not practicing or performing at concerts - they're street performers. If she's around you just have to follow the sound of her… her… um, help me out Twi."

"Cello, she plays a cello, Dash."

"Yeah, that thing. Just walk around town and you might just find her."

"Would you like us to come with you, Doctor?" Twilight's curiosity wanted to know what the Doctor would do, but she was disappointed by his answer.

"I'll go alone this time, Twilight. I think it will be easier that way."

* * *

The Doctor had to admit it, Dash was certainly right. As soon as he had exited the library he could hear the sound of a cello, almost beckoning him to follow. Of course he met his fair share of friendly townsfolk on the way. Lyra who asked if she could touch his fingers, Forelle the pear pony who was trying to sell her wares. Sadly, the Doctor had a hatred for pears that was unrivaled so he politely declined her offer to buy one. He also met Big Mac who simply nodded at him. The Doctor noted that he wasn't much of a talker. Eventually the Doctor followed the sound down a row of houses and there was Octavia.

He saw that she was taking a small break and was chatting with a white pony with a vibrant blue mane. He couldn't recall meeting her at the party. In that moment, the Doctor had a feeling that he was being watched. Being watched in the sense that somepony was following him. It was like a sixth sense the Time Lord had.

A small chill went up his spine despite the fact that it was quite warm that day. He realised that he was next to a shop that specializes in mirrors. The opportunity was too good not to take. He went up to a mirror and pretended that he was fixing his hair. In the reflection, just over his shoulder was a brown Stallion. His mane was combed backwards and he appeared to have an hourglass for a cutie mark. The unknown brown stallion was watching the Doctor from an alleyway. The Doctor didn't remember meeting this stallion at the party either, but something about him seemed very familiar.

Just as the Doctor was contemplating the idea of confronting this stallion, he felt something prodding the side of his leg. When he looked down, a grey mare with a blonde mane was looking up at him.

"Hey there, Doctor." said the mare. The Doctor remembered her as Ditzy, the local mailmare. He had been warned not to ask about her eyes but she seemed very friendly. When the Doctor looked up he saw the Brown Stallion was charging towards them.

"Ditzy, we need to go." This seemed to annoy Ditzy.

"But I need to talk to the Doctor here, Time Turner. It's about all this mail he's been given that wasn't through the post service. Y'know he's a lot like…"

"DITZY! We need to go, NOW!" Time Turner practically dragged the Blonde Pegasus away. The Doctor almost stepped in but he realised that Octavia was now on her own. He turned his attention back to her.

He was surprised by how elegant he found her. She seemed to have a certain poise to her, one that you wouldn't expect to find in a small town like Ponyville so she was likely raised somewhere else. She had a nice grey coat and a black mane. She also had a pink musical note for a cutie mark. He approached her slowly while she was setting up her cello again. She didn't notice anypony behind her until he was up close. Octavia assumed he was a pony come to speak with her.

"Hello there, do you have a request…" Octavia turned around to find that it wasn't exactly a pony. The Doctor smiled at the surprised looking mare.

"How about some Beethoven. Great artist, bit of a grump though. He was deaf y'know." Octavia stared up, wide eyed at the Time Lord before her.

"D-doctor, I don't suppose you remember me do you?"

"Octavia, you gave me a nice bowtie and you delivered that letter to me this morning." Octavia's throat dried up, preventing any words from leaving her mouth. "I'm quite flattered actually."

"Y-you are? How did you even know it was me?"

"Twilight helped me figure it out. At the party you seemed to like it when I placed that bowtie on." Octavia blushed a little.

"Well, yes… I think bowties are… what's the word Vinyl would use… cool?"

"Cool, huh?" An awkward silence came between them for a moment. When the Doctor found something to say, it was a rather blunt question. "Don't you think it's rather odd though?" Octavia was confused by his question.

"What do you mean odd? What is odd?"

"Well, I mean… you're a Pony and I'm a Time Lord. Wouldn't it be sort of frowned upon if we…" Realisation then struck the Mare.

"Oh, you obviously don't know. You see it's encouraged in Equestria to seek partners anywhere. Due to the population issue."

"What population issue. There doesn't appear to be many or too little of you."

"No the Mare and Stallion ration is 60:40. A good number of mares don't find Stallion partners so they settle down with another mare or a Griffon, or any other kind of species."

"I see, well I suppose that makes a lot of sense. You weren't born here, were you?" Octavia let out a small giggle.

"That's a bit of a personal question isn't it?"

"Well, I suppose I'm one for getting to the point."

"I bet you are." Octavia gave him a sly wink which the Doctor picked up on easily. He was thankful nopony else seemed to be about at the time. "I was born and raised in Canterlot. I still keep in contact with my parents but so many royal occasions keep occurring here it's a great place to get work. My roommate agrees. Her name is Vinyl, you might have seen. In west Fillydelphia she was born and raised. It was a playground where she spent most of her days."

"She was the white mare you were talking to a minute ago, right?"

"Yes, that was her."

"By the way, you don't know a Time Turner, do you?"

"Time Turner? I don…"

Before Octavia could finish her sentence, they heard a commotion going on in the town square. They turned to see what looked like royal canterlot guards gathering all the ponies into the square. The pair walked and joined the other ponies as Mayor Mare took to a pedestal set up for her.

"Everypony, I have exciting news from Princess Celestia. A great discovery has occurred in Canterlot." The Doctor drew closer, he hadn't heard word from Celestia in a while and truth be told he was worried. "She has given the guards here orders to hand out these so called 'earpieces' to all the Ponies in Ponyville."

The guards then got up and started to hand them out to Everypony. The Ponies were told to place them in their ears and Mayor Mare continued.

"According to the princess, in one week, will come an event that will change our lives forever. These earpieces must be kept on so please do not lose them."

Both the Doctor and Octavia were given one. They were small and green. On the side there was a picture of the flag of Equestria. There was something off about this. The Doctor looked up to see that the mane six had already been given ear pieces as well.

_They shouldn't have this technology_ he thought. _Their world is based in magic, not technology. This kind of thing is like finding a helicopter in Middle Earth._

He looked down to see Octavia about to put her earpiece on.

"Octavia, do you think you could do me a favour?"

"Alright, what is it?"

"Don't put that earpiece in, just for now, okay?" Octavia did as she was asked but then she called out to the Doctor before he left.

"Wait, Doctor." The Doctor turned to face the mare.

"Yes? What is it?"

"Would you like to go on a date with me this evening?"


	7. The Doctor Dates

The Doctor was very rarely left speechless. This time he had been taken by surprise, and he was given a question that he had not been given for some time. Words jumbled in his head but none that could completely make sense of the situation before him. Below him was Octavia. She had just asked him on a date and the mare was blushing very brightly. The Doctor looked down at her still trying to process an answer. Random words blurted out of his mouth, and the final word shocked himself.

"Well uh…I don't… um… yes." The Doctor almost doubled back when the word came out of his mouth. He would have taken it back if he hadn't spotted the very big smile that appeared on Octavia's face. Octavia practically jumped for joy.

"Well that's great news," she exclaimed. "I mean, my goodness I never thought I would get this far but hearing you say yes… meet me at the 'Grassy Knoll' at six thirty tonight. Okay bye now." Octavia ran the opposite direction as fast as she could, presumably towards her home. She left the Doctor standing there completely stunned. He was about to chase after her but then a familiar voice called to him from behind.

"My, Doctor, it appears Octavia beat me to the punch." The Doctor looked behind him to see that the feminine voice belonged to none other than Rarity. The mischievous look on her face said a thousand words as she continued. "However, I am so glad you said yes to her. The poor dear has been racked with nerves ever since she first met you. Whenever she came by the shop she would look an absolute state." The Doctor realised something.

"So you knew about Octavia's feelings beforehand?" He asked.

"Yes I did, Doctor. Of course I learned my lesson about gossip a while back so I would've never said anything but it's so nice to see her overcoming her fears like that." The Doctor looked over to the direction that Octavia had run. _It must have taken a lot for her to ask me out_ , he mused to himself. Another thought then came to him.

"Hold on a moment there, Rarity," the Doctor said with a smug smile. "Did you say, and I quote, 'it appears Octavia beat me to the punch.'" Despite Rarity's classy and borderline flirty nature, she found herself slightly blushing at the Doctor's point.

"Y-yes well… you see darling," Rarity stammered. She looked around before continuing. "Tell you what darling. Why don't you join me and Fluttershy for tea in an hour? I have to meet Fluttershy for our spa session and we always have some tea afterwards. I would like to talk to you about a few things while we're there. So, would you like to join us?"

* * *

An hour later the Doctor found himself in Carousel Boutique. He was sitting on a couch while opposite him was Fluttershy and Rarity who were both carefully sipping their respective cups of tea on another couch. They were in Rarity's kitchen as most of her shop was being refurbished so she had moved her couches into the kitchen while most of her work supplies were now located in her bedroom. The Doctor held a cup of tea in his hand, patiently waiting for the conversation between the three of them to turn towards his reason for being here. He didn't have to wait very long.

"Um, Doctor… I do hope you don't mind me asking but…" Fluttershy began to ask "… What brought you here today?"

"Oh that's right," Rarity suddenly remembered. "I asked you here. Sorry, I sometimes get so lost in conversation. Now you wanted to know the details about my slip of the tongue, yes?"

"Yes, that's correct," the Doctor replied with a smile.

"Well let's bring Fluttershy up to speed then." Rarity turned to Fluttershy, "You see darling, Octavia finally asked the Doctor out on a date."

"Oh she did? That's wonderful!" Fluttershy barely let her voice rise any higher than a squeak but she seemed unable to contain herself at the news which made the Doctor grin further. Fluttershy turned to the Doctor and asked, "Did you say yes? Please tell me you did?" The Doctor rubbed the back of his head as he tried to think of something to say.

"I… guess I did." Just admitting it surprised him. Even after an hour after the event it really hadn't set in for him yet. He couldn't remember the last time that he was on a date of any kind. He couldn't really count any of his adventures with his companions, not even Rose. Fluttershy suddenly looked very sad as she turned to her friend, Rarity.

"Oh, Rarity. I'm so sorry. I forgot that…" Rarity waved a dismissive hoof towards her friend.

"It's alright. It was a tiny crush. Similar to, _Blueblood!_ " Rarity said the word Blueblood with a hint of venom in her voice. She cleared her throat and returned to her usual composure as she continued. "I will be frank with you. For a short time after meeting you, Doctor, I gained a small crush on you. However, after I discovered Octavia's feelings I decided to stand aside." Rarity had one last thought go through her mind. _But I would have given you so much more than her_ , she mentally sighed as the Doctor asked a question.

"Is it not rather odd though?" Rarity gave him a confused look.

"Whatever do you mean dear?"

"How do I put this?" The Doctor hesitated before making his point. He rubbed his chin as he thought of the best way to put it. "Well I'm a humanoid creature while you Ponies are… no that won't work. Hang on, I've got it. Is it not rather odd for a member of your species to be dating a member of another species, especially one that looks so different?" Rarity and Fluttershy looked at each other for a moment but almost at the same time it clicked for both of them.

"I think we understand, Doctor," Fluttershy explained. "This is a little difficult to explain but my mother told me that it used to be like that, but times change." Rarity continued the explanation.

"Let me ask you something Doctor. Have you noticed something particular about this town?" The Doctor thought back to his entire time spent here but nothing really struck him as odd. Rarity gave him another hint. "Perhaps, involving the Mares and Gentlecolts?" And then it hit him like a ton of bricks.

"There are significantly more mares than stallions!" The Doctor practically shouted out his answer in a moment of excitement. He always got like this when he figured out something.

"Yes, that is correct" Fluttershy answered. "I read in a news report that the Equestrian population has a significant difference between mares and stallions. Roughly sixty percent of the population are mares, while the other forty percent are stallions." Once again, Rarity continued.

"Because of this, it is harder for mares to find a nice stallion. This caused a breakdown in prejudice against fillyfoolers and coltcuddlers and it also caused interspecies relationships to be more widely accepted." Fluttershy continued from Rarity's point.

"There was no choice in a mare and stallion relationship for many mares so Ponies kept looking for alternatives, and it appeared most were in the same boat. This is linked heavily to Equestria's peaceful policies. In fact, one of Celestia's lovers was a Griffon. Many believe that what could have been the end of our species ironically ushered in the golden age we live in today." The Doctor sat in silence while the information was being processed in his head. It all made so much sense now. Rarity added something.

"It actually used to be a lot worse. Only 200 years ago, eighty percent of the population used to be mares which many Ponies have taken as a good sign that things can only get better. Plus, it's prevented an overpopulation crisis." It made sense to the Doctor that a species that is so prosperous would have faced an overpopulation crisis by this point if not for the gender difference. It also helped add more reason to why Octavia wanted to date him. He imagined that there weren't a lot of the Stallions in this town that were single.

"Thank you for the information you two. I still wonder why she asked me of all people."

"You can't be serious Doctor?" Rarity replied. "Somepony as charming, well dressed and alluring as yourself must have many followers." The Doctor couldn't help but grin at this.

"Well not really, well not that many, well maybe a couple, well… okay perhaps a lot. I always seem to have one of those faces." Rarity cleared her throat and gently put her tea down on the table in front of her.

"Anyway, Doctor. Since Octavia is trying to court you and you've agreed to a date with her," Rarity pointed out. "Have you given much thought on what you will wear?" The Doctor looked down at what he was wearing now. He was wearing his blue suit and his brown overcoat.

"Well I was just going to wear this." Rarity suddenly looked like a fish gasping for breath. Fluttershy immediately jumped into action and gave her a paper bag to breathe into. Rarity waved a hoof in dismissal and regained her composure.

"No offence darling, but you simply can't go to a restaurant in your everyday clothes, especially with a mare to impress." The Doctor frowned slightly. Fluttershy nodded her head in agreement.

"Oh yes, Rarity is quite right. My stories say that when the hero goes on a date with the mare he's meant to be with, he has to dress up in something special." The Doctor gave Fluttershy a confused look.

 _Mare I'm meant to be with. I'm still going to leave Equestria and I doubt I'll suddenly go domestic in that time_ , he thought to himself. He chuckled at the thought of actually settling down. He had to admit some parts of settling down were quite appealing to him, but he would go mad before long. Besides, if it didn't work out he might have left the TARDIS by now. Then he would find himself the roommate of an overweight football fanatic who has feelings for his best friend. _Nah, that would be silly_ , he assured himself The Doctor was returned to reality when he noticed that Fluttershy was hiding herself behind her mane while Rarity was giving her a confused look.

"Fluttershy, dear," She said. "Take it from a friend who knows, love is not as… romantic as they make it out in stories." A dark look then appeared on Rarity's face as she looked down at the floor at muttered something darkly. The Doctor presumed it had something to do with this Blueblood character.

"Um… Rarity?" The Doctor said trying to get the white mares attention. Rarity seemed to snap out of her dark thoughts.

"Oh, sorry everypony," she said. "So basically, I would like you to have a look at some of the suits that I have prepared upstairs."

"… You've been waiting for this haven't you?" The Doctor questioned. Rarity tried not to make eye contact with him as she dismissed this.

"Oh, pish posh darling. I was just preparing these little pieces in advance and you just so happen to have a date tonight so why not try them on?" She battered her eyes in a pleading manner. "If you like one, then you can keep it and use it on your date tonight, free of charge." The Doctor rubbed his chin, contemplating what to do but then Rarity sweetened the deal. "In fact, since they won't fit anypony else you might as well take them all, what do you say?"

* * *

The time was now six thirty on the dot, and the Doctor was just outside 'Grassy Knoll' waiting for his date to arrive. The restaurant itself looked very beautiful from the outside. It had a mix of rustic charm and civilised manner (not the snobby kind.) The outside was coloured with greens and browns and above the sign was a row of multicolored flowers. Inside the restaurant was a mix of red and black and the place was furnished with a large number of tables and a bar on the far side.

There were a few ponies enjoying their meals with one another. The Doctor recognised a couple of them from his welcome party but not all by name. He could see his faint reflection in the window and he checked out the suit he was wearing. He ended up taking one of the braver choices Rarity had given the Doctor. The suit was essentially the same design and make as his other ones, minus the pinstripes. The vest and shirt were black, along with his trousers. The tie and buttons were a dark red and his shoes were a combination of both colours. He fixed himself up a bit, making sure his tie was at the top and all his buttons were done up when he swore he saw a familiar site in the reflection. Out of the corner of his eye he thought he could see that brown stallion from before, the one Ditzy said was called Time Turner. Before he took notice, his attention was taken away by the approaching grey mare.

His date had arrived, and the Doctor had to admit, she looked stunning.

There was something about the way her dress seemed to flow from her body. It was completely black and she kept her signature bowtie on. She walked straight up to the Doctor as he went down on one knee. The Doctor quickly looked up to see if he could spot Time Turner, but nopony was with him apart from Octavia. Octavia seemed a lot more confident than this morning as she walked straight up to the Doctor with a smile.

"Did you know the last time I came to this restaurant I was performing?" she asked. "It's nice to come here as a diner for a change."

"I imagine it is," the Doctor replied. " I get this feeling that you love playing that cello more than anything, though." The Doctor extended his hand and Octavia placed her hoof in it. The Time Lord motioned towards the restaurant and asked, "Shall we?"

Octavia nodded and the pair walked silently into the restaurant. When they stepped in, a number of Ponies turned their heads to look at the pair but quickly returned to their meals. The Doctor noticed a pink mare with a flower cutie mark eating with a male Griffon. It appeared what Rarity and Fluttershy had told him was true. A waiter suddenly appeared in front of the two and immediately recognised the pair. He showed them to the only free table left in the restaurant which was in the far corner of the room.

"I see that you reserved us a table," the Doctor noted.

"Yes, my roommate booked it for me when I got home," Octavia replied. "She seemed as excited as me when I told her. Although she thought it was me and her going for a meal at first. I felt a little guilty afterwards if I'm honest." The pair sat down and were both handed a menu. As they looked over their respective menus they continued to chat.

"Really?" The Doctor asked. "Have I met her before?"

"I'm not sure actually," Octavia said. "You certainly didn't meet her at the party in your unusual home because she was in Canterlot doing a show at the time. You may have seen her around though, but she's been somewhat distant as of late." The Doctor got a bit more comfortable in his chair. The chairs were much smaller than he was used to and this made it harder for him to get comfy. He longed for his couch back at the TARDIS but he decided to get it out of his mind by asking Octavia another question.

"In what way is she becoming more distant?"

"It's hard to explain unless you know her personally. She works late because she's a DJ, but I've been seeing her less and less lately. Honestly, I've never seen Vi-"

"Excuse me, but are you two ready to order?" Octavia was interrupted by a female waitress who was ready to take the pairs order. The Doctor quickly looked over his menu and decided on something safe.

"I'll take the Caesar salad, please." He knew it likely didn't have any chicken so he would have to hope it wasn't substituted for something inedible to him. Octavia ordered a vegetable casserole and while she did this, the Time Lord opposite her couldn't help but admire the grace and elegance in which she did everything. It seemed so natural to her, like it was her own language. The Doctor had met many a being like Octavia in his very long life, but there was something that made her stick out, he just couldn't put his finger on it. The waitress left to get their orders when suddenly a mint green Unicorn appeared beside the Doctor.

"Oh my goodness, you're the Doctor, aren't you? I had heard that Tavi was trying to court you. Sorry to interrupt your date but my name is Lyra Heartstrings." The unicorn had a lyre cutie mark and a green and white mane. She stuck out her hoof and the Doctor shook it in response. "I've been meaning to talk to you for a little bit now ever since Twilight told me your universe had humans in it." Octavia facehoofed.

"Lyra, please. I'm sure the Doctor would rather just continue his meal…" Lyra cut Octavia off.

"But Tavi! He could confirm my theories at last." This caught the Doctors attention.

"Theories? You have theories on Humans? This I have to hear." Lyra stuck her tongue out at Octavia in a childish fashion and began to tell the Doctor her theory.

"You see, I believe we were not the first civilisation here on this planet. I believe that before we evolved there was a race called, 'Humans'. A humanoid race that may have not relied on magic." The Doctor questioned her on this.

"How do you know this?"

"You see I have found a number of relics. A small device with a screen and numbers and a few other things. I do not know what happened to them but…" Octavia interrupted Lyra this time to explain.

"Lyra here used to be a student at Celestia's school of gifted unicorns, but her work was dismissed as a practical joke. She quit afterwards despite Celestia taking a great interest in her theory because they wouldn't let her continue her research. Celestia was overruled by the entire board to let her continue. She lives Bon-bon, her room mate, or _lover._ " The extra emphasis on the final word caught the Time Lords attention.

"Something I don't know?"

"Lyra here isn't really in lo-" A green hoof was shoved in Octavia's mouth as Lyra began to shake uncontrollably. Her nose scrunched up and she started to look about. She was clearly very nervous all of a sudden.

"Oh my, look at the time," said Lyra. "I best be off, you enjoy the rest of your date you two." Lyra practically galloped away and quickly left the restaurant. It appeared that she was eating alone and had just finished and paid the bill.

"We're in the orchestra together, we've been friends for ages now. Her relationship with Bon-bon is built on pity you see. Lyra feels sorry for Bon-bon because Bon-bon is a tad, how do I put this gently? Desperate. But it won't work out and eventually Lyra we'll have to tell the truth. Some friendships are going to end that day, I promise you." Octavia explained.

"That's a rather grim view of it," the Doctor replied.

"I know, I'm probably just overthinking it though. It's her life after all." The two were surprised when two plates were put in front of them. Both plates had their orders.

"Well that was quick," the Time Lord remarked.

"The staff here are known for making quality food at a very quick pace." In the corner of his eye, the Doctor could see a familiar pink pony sliding into the kitchen. He shook his head and smiled, quickly realising exacting what gave this place an edge.

"I thought you said you've never eaten here before. How did you know about the staff? Was it from your performances?"

"No, it says so over there." Octavia pointed her hoof towards a sign that was hanging above the exit that read 'Our staff promise to make top quality food at the quickest pace possible to ensure your enjoyment.' When the Doctors eyes drifted away from the sign he noticed something that slightly disturbed him. Everypony in the room apart from himself and Octavia were wearing the earpieces that had been handed out this morning. They were not working yet but a dreaded familiarity floated around the earpieces. The Doctor had seen this before but it wasn't possible was it? There were no threats like that in Equestria from what he saw. Then again, there was no technology like that in Equestria, at least there wasn't meant to be.

"So how is your salad then, Doctor?" Octavia's voice found its way to the Doctor's ears. His current train of thought crashed in its place and his attention was now focused on Octavia again. He realised that he hadn't even taken a bite of his salad yet and quickly dug in. He was pleasantly surprised by the results.

"Well this does taste like Caesar salad."

"You're surprised by that? What else would it taste…" Before Octavia got a chance to finish her sentence a pair of white hooves covered her eyes. A classic game of guess who was the favourite game of one mare she knew better than anypony: Vinyl Scratch.

"Vinyl? That's you isn't it?"

"Awww, this game has become too easy for you. I need to figure out a way to spice it up." The white pony hugged her friend while the Doctor looked on in mild amusement. He noted that it seemed Octavia had a playful side to her as well. Vinyl stay focused on her friend but Octavia thought an introduction would be needed.

"Doctor, this is my roommate, Vinyl. Vinyl, this is the Time Lord everypony is talking about." The Doctor was surprised that Vinyl glared at him with disinterest and mild hint of envy.

"Yeah, _whatever_ ," Vinyl said. Venom was laced in her voice. "Anyway, Tavi. Sorry for interrupting your date but I was passing by and I just wanted you to know that I've got a last minute gig, so I'm off. Don't wait up for me, I'll probably be back tomorrow." Octavia let out a sigh, she knew better than to argue with her friend when it came to her DJ work.

"Alright, I'll see you tomorrow then. Stay safe." The two friends hugged but the Doctor noticed something interesting about Vinyl. Apart from himself and Octavia, she was the only other pony not wearing an earpiece. Vinyl broke the hug when she caught the Doctor staring at her ear.

"What?" She asked bluntly.

"You're not wearing your earpiece."

"I know. They don't suit me is all." Vinyl looked over the Doctor one last time before making one last comment. "You remind me of somepony I know." With that, Vinyl turned and headed for the door. Her nose was held high until she left the building. The Doctor turned to Octavia with a look of confusion spread on his face as Octavia tried to explain.

"Vinyl has been a little… different lately. She's normally very friendly to everypony that she meets. I think she might be just a tad jealous." The Doctor nodded politely and continued the rest of his date with Octavia uninterrupted.

* * *

The pair now found themselves walking side by side towards Octavia's home. The cool air breeze had entered along with the night sky that twinkled and sparkled above their heads. They had talked for around an hour and a half inside the restaurant about any subject matter close to them. Music, art, technology etc. Even rumours, one story about some sort of spider creature that lived in the Everfree forest was very entertaining. It was also quite interesting to hear about different musicians from the Doctors universe that sounded very familiar to some of Octavia's heroes, like Beat hoofen which the Doctor couldn't help but snicker at. As they approached the house, the Doctor could tell that it had Octavia written all over it. It appeared small but enough size for two mares to live comfortably in. The house was black with a straw roof like most of the houses in Ponyville. The Doctor imagined it was Octavia who kept the house looking so respectable.

Vinyl's behaviour crossed his mind again, it appeared she had taken an immediate dislike to the Doctor for reasons unknown to him. Perhaps she was slightly xenophobic. but from what Rarity had told him that would have been slightly unusual in this day and age. Perhaps she thought that the Doctor was dangerous - which was a fair assumption - and she was simply looking out for her friend. Then he remembered what Octavia had told him, that she was a little jealous. Before the Doctor could think it over any further he was taken away from his thoughts by Octavia's sweet voice.

"Well it appears that we have arrived, Doctor." The Doctor felt slightly disappointed that this night was over. He had a lot of fun, which had become a constant as of late in Ponyville. "You haven't been on a date in a long time, have you?"

"No, no I haven't," the Doctor said with a hint of regret in his voice.

"Why is that?"

"My life is dangerous," he said surprisingly calmly. "Here it's been different, I have to warn you though, I'm not one to settle down. I'm a traveller." Octavia gave him a sly grin.

"Good, I've always wanted to travel." Regret started to come over the Time Lord. Tavi was too sweet, too kind and too perfect to be put in danger by him. Despite them coming from two very different social circles, Tavi seemed a lot like Rose in a way. sweet, yet naive to the dangers of the universe. In the short time the Doctor knew her, he wanted to protect her.

"Do you know how old I am?" The Doctor asked. Octavia shook her head. "I'm over 900 years old." This visibly shocked the musician for a moment before she returned to her normal composure. The Doctor got on one knee so the pair were face to face. "I'm cursed to live forever. I don't die, I just regenerate. It's the Time Lords curse. Truthfully, I can only regenerate one more time, but I will far outlive you. Imagine having someone you love and watching them slowly decay in front of your eyes…" Before he could continue, Octavia's hoof found its way onto the side of the Doctor's face. Their eyes met under the door of Octavia's house.

"The thing you really want and the thing you need are one in the same in this case," Octavia said, soft as a whisper. "You need somepony. Don't kid yourself into thinking you don't." Before the Doctor could counter her point, Octavia leaned in and gave the Doctor a kiss on the cheek. Clearly Octavia was not the shy mare the Doctor had met this morning. "Goodnight, Doctor." Octavia quickly turned towards the door and entered her house, closing it quickly behind her. The Doctor stayed there for a moment on his knee, he couldn't keep the smile from forming in his face.

Meanwhile…

Princess Celestia was patiently listening to her subject, Archetype. Usually Luna would be here since she handled the midnight court; however she was being… sorted out. The throne room was empty beside the two ponies presently talking. Archetype was currently petitioning Princess Celestia to take down her masts as he found them an eyesore, they were unnatural, they scared some of the citizens, blah, blah, blah, blah, and then there was something he said that caught Celestia's attention.

"… and if that wasn't bad enough your majesty, I have discovered that there may be something sinister about the antennas that you were not aware of."

"Oh really?" She replied with genuine curiosity. The earpiece told her that she should ask what. "Whatever is it, my little pony?"

"Well I've been studying the frequency of the earpiece you've given me. They are all linked but on a deeper level than I expected. The information does not only go to the subconscious, it can control the subconscious. The right pony could use the antennas to have a mindless hoard to do with whatever they pleased." Celestia nodded and replied calmly.

"Thank you for bringing this to my attention, Archetype. While you are here though, I would like to introduce you to the new guard."

"New guard?"

"Yes, you see Shining Armour and Candance have been sent to investigate some magical disturbance far from here, and while he's been gone I've taken it upon myself to strip him of his title and commission an entirely new guard." The stunned Archetype looked on as Celestia called to somepony behind the door. "Please, if you would be so kind as to come in and deal with this problem." Suddenly the door burst open with tremendous force and two figures started to make their way towards the trembling Stallion. Terrified thoughts went through his head as the figures got closer and closer and in a barely coherent babble the pony asked.

"What? What are they?" Celestia then replied quite sweetly.

"My little Pony, these Gentlecolts will show you the door… deaths door." Archetype didn't even have time to scream before a hand grabbed his shoulder and an electric current went through his tiny body. In moments he was on the ground, dead. Celestia looked towards the figures and gave instructions.

"Dispose of the body and forward the plans. We will activate the antennas in Canterlot tomorrow. Place the city under lockdown and then send out crews to set the other antennas up all around Equestria." The figures responded by tightening their hands into fists and slamming them against their chests.


	8. Please Remain Silent for a Moment of Madness

6 days later…

_"No, bowties are cool, Doctor. You should wear one," Octavia stammered. She nearly tossed her drink against the wall in an attempt to make her point. The chilled brandy was very precious to the cello player at this point. The Time Lord opposite her, who was slightly less drunk replied._

_"I-I don't really think it's me. Have you really never had a banana?" He always seemed to start on bananas when he was drunk. He would have told Octavia to slow down on the drink but she seemed to be having fun, plus he was afraid that Octavia would bite his hand off if he tried to take the brandy away from her. She really liked that stuff apparently._

_"Nah, they always looked weird to me. Vinyl's always been more into pears so she always gets some from Forelle in the market. Did you know that she's from Poma? I've always wanted to go there!"_

_"Pears!" The Doctor cried out. "Yuck! I can't even look at pears. If Martha was here she would tell you that I hate pears. You shouldn't have even brought it up; I can taste it on my tongue." After a moment the Doctor appeared to forget what he was saying and he continued on with his rant about his trust in bananas._

_"Octavia, stop right there!" He said forcefully. He didn't raise his voice but his tone had a sense of command in it. "I am going to get a banana and you are going to eat it in front of me." The Doctor got up and waddled towards the back of the TARDIS while he left Octavia lying on her side on the coach. He said one last thing before he left. "Octavia, you should never leave home without a banana. Bananas are good."_

* * *

The next morning…

Not even Time Lords were safe from hangovers. The Doctor would be berating himself for quite some time for forgetting that. The pounding feeling against the Doctors skull quickly became a nuisance as he took his first cautious steps towards getting up. His eyes gently flickered open but the lights above him were too intense. Eventually his eyes adapted and they were fully open. He could tell that he was in the TARDIS which he considered a blessing and that he was lying on the couch located next to the TARDIS control panel. A thought crossed his mind that Twilight may have seen him in his drunken state that night. He hoped that he didn't make spectacle of himself like the last time he got drunk. He had always thought the French had a sense of humour. Suddenly his body became aware of a warm figure snuggling up next to him.

He looked to the left of him and by his side was the peaceful looking form of Octavia Philharmonica. She was fast asleep and clinging to the Doctors form in an attempt to keep as warm as possible. Her mane was slightly dishevelled which the Doctor assumed was the pony equivalent of 'bed head'. His left arm was wrapped around her and he presumed that after the pair had finished drinking they had curled up together on the TARDIS couch and fallen asleep. The Doctor remembered something about Bananas, which he knew Donna would have had a field day with. He remembered pears which he shuddered at but since he couldn't taste it on his tongue he assumed that he was in the clear.

This was the couple's third date. A combination of boredom due to lack of anything to do and genuine curiosity guaranteed the Doctor would reply yes to every date Octavia had asked him on. This was worrying the Doctor, since he still could not leave despite his best attempts; he had no reason not to go, which meant he could not avoid becoming emotionally attached to the mare that was snuggling up next to him. Was he really trapped here? If he was then could he really settle? The boredom would kill him, surely. In his third form, he had constant alien invasions and his U.N.I.T. family to keep him busy. Here, it was for too peaceful. Octavia began to stir next to him. Her eyes gently fluttered open as she gazed up towards the Doctor.

"Good morning," she said weakly.

"Good morning," the Doctor replied with considerably more energy. Pieces began to form in the cello players head as she realised where she was.

"Oh my goodness! Did we?" She stopped herself when she realised the Doctor was still wearing all of his clothes. She sighed in relief and returned to snuggling. "Good, I'm not that kind of mare. I wouldn't want everypony thinking that I'm some kind of hussy." The Doctor gave a light chuckle.

"How could anyo… anypony think you of all mares was a hussy?"

"Rumours spread fast in a small community, especially untrue ones. Me and Vinyl have been mulling over the idea of moving to Canterlot. Most of our gigs are there nowadays, but I would hate to have to leave all of my friends here."

"I wouldn't worry about it if I'm honest. The TARDIS was locked last night and nopony could get in." As soon as the Doctor said this, Octavia flickered her eyes at the Doctor and trailed her hoof along the Doctor's chest seductively.

"Oh really? So, were totally alone then?" The Doctor quickly got the not so subtle nuances of Octavia's voice and shot off the coach. He nearly took the earth pony with him as he brushed himself off.

"Right, well I should probably be off to see… how Twilight is doing. She wanted to ask me about… Time Lord stuff. Take your time to freshen yourself off." The Doctor hurried out of the TARDIS as Octavia attempted to tell him that she was joking.

The Doctor breathed a sigh of relief as he exited the TARDIS. He had become so use to running from every problem, that he didn't even realise he had developed a problem himself. The only thing that made him act is if it was a physical danger to people. He made sure not to lock the door behind him so Tavi could get out when she needed too. He still hadn't told her everything about him. He had regaled her and his new found friends with tales of his adventures in time and space and even went into detail about his companions; his friends. During the third date, Tavi had brought up two things. If he ever had feelings for any of his companions? And what was his homeworld like? What was Gallifrey like? In the end, instead of talking about it he picked an option he rarely chose. Tavi had brought a bottle of brandy with her, their intention was to have a quiet night in and the Doctor decided drinking was the best way to avoid the questions. Despite the small headache it did indeed work. When the Doctor stepped away from the TARDIS he spotted Spike who was eating gems at the dining table. Spike waved to the Doctor.

"Twilight will be down in a minute if you want to talk to her," said the baby dragon. The Doctor nodded and sure enough he could hear the sound of Twilight making her way down the staircase. She looked very tired which the Doctor couldn't help but capitalise on.

"Good morning, Twilight. Tired?" The Doctor asked in a mocking tone. He assumed that she had been up all night reading her books again. "Ponies will talk if you keep reading like that. Some might say you're trying to match Celestia in knowledge." Despite how tired she was the unicorn couldn't help but chuckle a little as she rubbed her eyes.

"Heh, I would have to live nearly a 1000 years to get anywhere the Princesses knowledge. And I'd have to be an alicorn to reach that age," she remarked as she reached the bottom of the stairs.

"You'd be surprised," the Doctor muttered. Octavia groggily exited out of the TARDIS. Twilight spotted her and a few things clicked inside her mind. A mischievous grin appeared on her face.

"So, it looks like the two of you had fun last night," she remarked. The Doctor looked confused at first, but when he saw the blush on Octavia's face he was able to piece it together.

"Oh! No, no, no, no, no, we didn't do any… we uh, just woke up together," he assured but Twilights grin grew wider. "Uh, that came out wrong. You see… what were you studying last night?" This seemed to take Twilight away from the awkward situation.

"Well, I wasn't actually studying anything last night."

"Oh? Why are you so tired then?"

"There was this loud drilling noise that woke me up in the middle of the night. I would have investigated but I was too tired so I put up a sound proof shield around the library and tried to go back to sleep. It took me a good hour."

"Noise? What noise? I didn't hear anything last night," said Octavia.

"You wouldn't," answered the Doctor. "Unless the noise was right outside the TARDIS door, you would've never heard it." Twilight walked into the centre of the room and began charging up a spell.

"Anyway, I better take it down now. Ponies can't get into the library while it's up," said the unicorn. As soon as the spell was cast and the shield was taken down,the small group could suddenly hear a drilling sound. Twilight covered her ears and said, "Just like it was last night. I think it's right outside, but what could they be working on out there?"

The Doctor was thinking the exact same thing and without another word, he made his way to the door with the two mares and baby dragon in tow.

* * *

As soon as the library door was opened, a large crowd of Ponies met the four as they exited the library. The entire town seemed to be in attendance, but what were they gathered for? Despite them being gathered around the library nopony was looking at the door. They were all looking at the top of the tree. Twilight noticed this and ran into the crowd with Spike in tow to get a better look. Her face soon became scrunched up in confusion.

"What the heck are they doing?" she called out. Placed just behind her Library was a metal structure which was peeking out from the top. A number of construction ponies appeared to be putting on the finishing touches to the structure as the Doctor and Octavia joined Twilight at the back of the crowd. "They can't do that can they? I didn't give them permission to place that behind my library!" Twilight's angry glare was halted when one of the construction ponies approached her, handed her a note and then went back to work without saying a word.

_My faithful student, Twilight._

_I have personally written this letter to assure you not to worry about the Antenna being built behind your library. I sincerely apologise for not telling you of my plans sooner. However, I have been extremely busy here in Canterlot and this has prevented me from telling you sooner. I assure you, you will be thanking me very soon._

_Love your mentor, Princess Celestia_

Twilight quickly showed the message to the other three as her anger departed and understanding entered.

"Well she is the princess," she mused. "Canterlot has apparently been a mess lately. Celestia knows (literally) what's going on in there that's caused it to go into lockdown." Spike jumped on Twilight's back as the pair departed to investigate the tower further. Meanwhile, the Doctor continued to glare at the antenna. The Doctors expression was unreadable. The only thing that was running through the Time Lords head was how wrong this all was. Octavia quickly noticed what was wrong with the Doctor.

"There's something wrong with these 'antennas' isn't there?" She asked. The Doctor nodded quickly. A sudden urgency was beginning to arise in him, but he still wasn't sure what he was supposed to be anxious about.

"The problem is an odd one, Octavia," he replied. "Radio technology shouldn't exist in a civilisation like Equestria for at least another 200 years. Your dependency on magic makes this so. Plus, this is such a giant leap forward when you should have to master radar first. It doesn't make any sense. How did Celestia get this technology? And what is this all for? Think, THINK!" The Doctor angrily berated himself which drew the attention of some ponies around him. Octavia attempted to quieten him down but then a stallion appeared beside the Doctor.

"Well, it's refreshing to see somepony who sees things like I do. To be accurate, technology like this won't exist for another 268 years. To be precise when a young Stallion will stumble across the technology by mistake when he was trying to find an easier way to contact his marefriend who was staying in wolf country. Lovely Stallion, but a bit of a ditz though, however he could make a hell of a pizza." The Doctor looked next to him and he recognised the stallion immediately. It was the brown stallion who had been following him since he had arrived. He was wearing a green tie and a white collar. "Oh, sorry I haven't introduced myself have I? My name is Time Turner." He stuck out his hoof for the Doctor to shake. The way Time Turner moved, the way he spoke, reminded the Doctor of someone in particular. The Doctor introduced himself as he shook Turners hoof.

"Smith, John Smith."

"Oh really?"

"Yes."

The Pair kept on shaking each other's hands/hoofs while Octavia looked on. The intensity in both their eyes as they looked at each other was incredible. She was taken away from this though when a muffin was shoved in front of her face. "Don't worry about them. They're both like this with suspicious ponies. Muffin?" Ditzy Doo was now in front of Octavia, holding a muffin for her to take. She politely took it as both the Doctor and Time Turner overheard the exchange. Octavia hadn't seen the former mailmare in months. _How would she know how the Doctor would act, she barely knew him,_ she thought.

"Ditzy!? Where have you been?"

"Oh, I've been travelling with…" The Time Lord finished the mailmares sentence.

"The Doctor? That's who you really are, isn't it?" The Timepony couldn't help but smile.

"Yes. Time Turner is a name I sometimes go by. Ever since my third form. I had a companion who is a journalist called Lens Turner. Lovely mare, a good friend." The pair finally let go of each other's hand/hoof and gauged each other again. "But your name isn't John Smith is it?

"No it isn't. In my third form I met a woman named Sarah Jane Smith. She's a journalist who lives with a robot dog called K-9."

"Heh, same here." The pair then busted out laughing in the middle of the crowd. This drew some very odd looks from the Ponies present but many returned to focusing on the tower. After a solid five minutes of laughing between the pair, they started to calm down as Octavia began to piece together their conversation.

"Hold on one moment you two," said Octavia. The two Doctors turned towards Octavia as she asked, "So, you're both the Doctor?"

"That's right. Kind of weird, huh?" Replied Ditzy. The Time Lord tried his best to explain.

"Well, as I've told you before I'm not from a different planet, I'm from a different universe entirely. There are an infinite amount of universes out there that either spawn from our choices or our imagination. There was one awful incident with a man named Booker Dewitt and I thought I might have to intervene with, but that incident seemed to sort itself. Poor man, I hope he found some peace." The Doctor realised he was beginning to ramble. "Anyway, a good example is your universe. This universe may have been created from the fandom from my universe. Anyway, just because you see one planet doesn't mean there aren't others that are teeming with life. I am assuming you are an alien."

"You are correct. My two hearts can vouch for that."

"Yeah, but you also have the extraordinary alien ability to disappear whenever you want." A new voice had caught the small group's attention and they turned to see it belonged to a very angry looking Vinyl Scratch who was heading straight for the pony Doctor. Her anger could only be judged by her frown because as usual, her shades covered her eyes. The Time Lord couldn't help but wonder why she always wore shades. The pony Doctor adjusted his tie and greeted Vinyl.

"Ah, Vinyl, it's been a whi…" Vinyl slapped the equine Doctor before he could finish his sentence. This earned a chorus of oooooooh's from the crowd as the Doctor rubbed the side of his cheek.

"Okay, I might deserve that."

"Might deserve that!? You just left me here to go off on your stupid war! I've been stuck here for months. You've been alive this whole time, but not once did you think to come back to pick me up. Then I find out you've been travelling with Derpy!" Vinyl shot her a cold glare. Ditzy hated that name, Vinyl for a short period when they were foals was one of Ditzy's many tormentors because of her eye condition. Both Doctor's were too polite to mention it. As Vinyl matured and mellowed, she began to feel bad and made amends with the Pegasus. She even protected her from the bullies, and this made them close friends. Octavia had to know more.

"Vinyl, you used to travel with this pony Doctor?"

"Yeah that's right. Me and derpster used to travel with the Doctor when he was into his candles and gothic stuff. When he left us both behind, he only came back for Derpy…"

"Stop calling me that!" Cried the Pegasus.

"Whatever," replied Vinyl. The DJ quickly turned towards the Time Lord. "And you. I figured out who you were pretty quickly and when I heard your name… I'm not gonna let you hurt Tavi you son of a bitc…" A cyan hoof stopped the Unicorn from striking the Time Lord in the leg.

"Hey, Vinyl, what the heck's wrong with you?" Asked Rainbow Dash as she continued to hold Vinyl's hoof while hovering in the air.

"Get off me you stupid fillyfooler!" the DJ roared as she broke Rainbow's grip surprisingly easily.

"Hey! First off I'm straight. Second, everypony knows that you hang around Octavia because you want her…" Octavia quickly stepped in and broke the pair up as she attempted to defuse the situation.

"Please, let's just calm down. Ponies are staring."

"Let them stare Tavi," remarked Vinyl. She broke away from Rainbow and backed away with an angry glare directed at the Time Lord. A pink figure however blocked off her escape.

"C'mon Vinyl. Let's turn that frown upside down." All of the Elements of Harmony had returned with Twilight and Spike. Octavia and Ditzy quickly grabbed Vinyl by her shoulders and led her to the side in an attempt to calm her down.

"What the heck was that about?" asked Applejack. Rainbow Dash was about to answer but was cut off by Time Turner.

"It isn't important. Despite Vinyl's generally laid back and friendly personality, when she gets mad, she tends gets violent. She'll calm down in a moment and be forced to apologise, courtesy of Miss Philharmonica's skilful negotiation skills." Twilight recognised the brown stallion.

"Hey Time Turner. I haven't seen you in the library in ages. Where have you been?"

"Oh, you know. Fighting intergalactic monsters and so on."

"Huh?"

"Never mind. It's good to see you Twilight." The Doctor looked down at the pony counterpart.

"They don't know who you really are, do they?"

"Well I don't imagine you've told the planet you regularly visit what you really are either. I haven't seen Gallifrey in…" The Doctor stopped himself before he could continue. A dark grimace appeared on his face. The other Doctor realise that if their histories were truly similar, then he assumed the worst. The mane six looked confused.

"What are you two talking about?" asked Twilight. "What do you mean 'what you really are?'" Pinkie shook her head.

"Silly Twilight. Time Turner is actually an alternate version of the Doctor. They even have the same name. Basically, Time Turner is a Time Lord too." Twilights jaw literally dropped at the realisation that she had known an alien for at least a year and hadn't taken a single note. Turner sighed in exhaustion, but smiled.

"I should have known that Pinkie knew. I think one of her parents must have been part of the impossible race. A race of extinct aliens that could seemingly break the laws of physics. I've never had the time to look into that closer though." Dash flew closer to Turner and asked.

"So wait a minute. You really are an alien?"

"Yes, I'm a Time Lord, just like the Doctor you know. A race that mastered the ability to travel through time and space by growing…" before he could continue, everypony's attention was directed at a scowling Vinyl Scratch who was approaching the group with Octavia and Ditzy in tow. She marched right up to the taller Doctor and sighed. "I'm sorry alright. I shouldn't have gotten mad at you, especially since you haven't done anything, yet." She then turned to the others, "I'm sorry for trying to agitate you Dash and I'm sorry for calling you that name, derpster." Ditzy didn't appear to mind being called derpster and smiled in content. Dash simply nodded while the Doctor remained silent. Vinyl wasn't finished though as she turned to Time Turner. "I still can't believe you would leave me here though. Especially in my… condition." Octavia's ears perked up at this.

"Condition? What are you talking about Vinyl?" Vinyl looked away, pretending she hadn't heard the question, but then a realisation struck the Time Lord.

"Twilight, you're wearing your earpiece." Everypony turned to the mare as she did not shy away.

"Yes I am. You were clearly worrying over nothing, Doctor. Trust me, I should know." The Doctor looked over everypony else in their small group that was situated in the crowd. Only Twilight was wearing her earpiece, but Spike who was still on her back was quickly putting his on. The other Elements had all been asked by the Doctor previously not to wear them. Vinyl wasn't wearing one but he suspected that her previous excuse was a lie and she assumed something was up due to her adventures with his counterpart. Octavia was also asked by the Doctor not to wear one and Ditzy was probably told by his counterpart not to wear hers.

"Twilight, please. I wouldn't tell you not to wear yours if I didn't think something was wrong," pleaded the Doctor. Twilight quickly dismissed his worries.

"Relax Doctor. Princess Celestia herself is endorsing this and she has assured me whatever's happening will be perfectly safe."

"Yes, Twilight, but that's exactly it. She hasn't told anypony what it is, not even you. And then suddenly Canterlot is conveniently under lockdown, preventing anyone from going in and seeing what happened when this event activated exactly a week ago. Does that not seem suspicious to you?" Twilight simply ignored the Doctor and beckoned Applejack to come towards her. Applejack quickly put her earpiece on.

"Sorry Doc," Applejack said sincerely. "But I trust sugarcube over there with this kind of stuff." Rarity and Fluttershy joined both Doctor's.

"Well me and Fluttershy would like to see exactly what this is all about first, before we put some fashion faux pas in our ears," exclaimed Rarity. Fluttershy silently nodded. Pinkie hopped other towards Rarity and Fluttershy as well, claiming that the author needed to keep the comic relief in the story or something like that. Rainbow looked conflicted. Being the element of loyalty was difficult when your friends split into two different groups but Rainbow decided on the larger group.

"Twi, AJ, I'm sorry but… I think their right." She didn't need to say another word as she flew over towards the Doctors. Tavi, Vinyl and Ditzy also joined the Doctors as Twilight, Spike and Applejack made their way to the front of the crowd.

"Suit yourselves, but you'll all feel pretty silly when it turns out that there's nothing to worry about," announced the element of magic. The pony Doctor turned to the group.

"Thank you for trusting us," he said. "I think were about to find out what these earpieces are all about." The noise in the crowd slowly started to die down as the mayor of Ponyville approached the front of the towns ponies.

"Rejoice Ponyville. Our fair Princess Celestia has allowed Ponyville to be the next location to receive her mystery gift. Does everypony have their earpieces on?" The dead eyed workers quickly departed the tower when they were confident everything was ready. One stayed at the base next to a large switch. All the ponies in the crowd checked if their ear pieces were on while the Doctors group exited the crowd and stood by the side-lines. "Then if that's the case. Let this gift be brought upon us."

On cue, the last worker pony by the antenna flicked a giant switch and quickly put up a magical shield to protect it. Almost instantly, it affected the ponies with the earpieces on. It looked like some sort of electric current starting from the earpiece and entering inside the Ponies ears was the cause. Nearly every Ponyville citizen had deadeyes and seemed almost lifeless. Due to a lack of a better word, they appeared to be zombies. The crowd began to disperse with everypony going in different directions, nopony was talking and all were doing random jobs. Some began collecting any sort of metal they could get their hooves on and placing them in the middle of the town square. Others were beginning a march towards Canterlot which would take them several days by hoof. Twilight and Applejack were among the ones collecting items. The other members of the mane six ran up to the pair, but nothing they said or did could snap them out of their trance. Both Doctor's ran over and at the same time pulled out their respective sonic screwdrivers. They looked at each other, trying to figure out who should do what but eventually, Time Turner relented.

"Doctor, why don't you do it?"

"My pleasure, Doctor." Both couldn't help but snicker and this angered Rarity.

"I'm glad you two find this so funny. Celestia knows what's happened to the poor darlings." The Time Lord asked Ditzy and Octavia to hold Twilight down for a moment and luckily Twilight offered no resistance. The Doctor then began to scan the earpiece and quickly had his suspicions confirmed.

"Good news, she and the other ponies can be saved. Although this is now connected to her brain it's not directly wired in." Vinyl began to reach for Twilights earpiece.

"So we can just take them out right?" Both Doctor's stopped her as Turner explained.

"No Vinyl! That's the bad news. If we take them out it will cause a neuron implosion." Fluttershy then spoke up.

"But Doctor's, what's happening to them? Why are they doing this?" Turner nodded to Ditzy and Tavi so they could let Twilight go as she continued to work.

"My best guess is that they are all being given direct orders in their subconscious through the earpiece. For what purpose, I cannot say?" Octavia was the next to speak up.

"The Princesses must know. But why would they do this?" Her Doctor put a reassuring hand on Octavia's shoulder.

"Octavia, we will stop this, and we will save your friends, that is a promise I make to all of you." This calmed everypony down for the moment as both Doctor's realised they had a new problem. "We don't have a way to Canterlot that will be quick though. The train is out, the place is likely guarded to let only taken minds in and my TARDIS still refuses to move." The other Doctor then took his turn to cut in.

"Pardon me Doctor, but who said we had to use your TARDIS?"


	9. City of Nightmares

"Here it is. My home." The Time Lord was the first to enter his pony counterparts TARDIS. What he saw brought a smile to his face. It was a near exact replica of his own TARDIS interior. From the couch, to the console, to the design on the wall, the twirling beams, it was like the Doctor had entered his second home. The pony Doctor, now bearing a smug grin, quickly followed him inside.

"So, what do you think?"

"Honestly? I feel at home again." He looked at his pony counterpart exchanged a look that said 'I know what you mean'. The pony Doctor couldn't help but wax nostalgic.

"Nine forms, 900 years and a whole bunch of wonderful companions and here I am today."

The Doctor noted what his pony counterpart had said and asked, "So you're in your Tenth form as well?"

"Correct. I like this form! I would hate to leave it." The taller Doctor quickly remembered their friends and ran back to tell the others that it was okay for them to come in. Vinyl pushed past the Doctor first with an unimpressed look on her face. Everypony knew that Vinyl had seen all of this before, possibly a different version though. The Doctor had to remind himself that Octavia had told him that Vinyl was generally a very friendly and loving mare. Ditzy narrowly missed the Doctor's head as she flew in next and took a seat on the TARDIS coach. The remaining members of the Elements of Harmony all walked past with each of them commenting on how much it looked like the Time Lord's TARDIS. Finally, Octavia trotted in last. She gave a courteous thank you to the Doctor as he held the door open for her, and when she was in he closed the door behind him, locking it with the key his counterpart leant him. The Doctor stopped Octavia before she joined the others.

"Octavia, how did you meet Vinyl?" The Doctor asked. The question caught Octavia off-guard, but she was more than happy to answer.

"Oh, I met Vinyl at music school. I used to be a massive snob before I met her."

"Really?" The Doctor replied skeptically.

"Mhm. You see, my parents were quite rich so I used to have a lot of well off friends, but none of them found their talents in music like I did, thus I was the only one who went to music school. Vinyl was the only pony kind enough to talk to me and she grew on me. I decided to make it on my own and Vinyl and I moved in together when we were old enough. We've been best friends ever since." The Doctor was satisfied with the history lesson and was about to make his way to the console when Octavia whispered something to him. "By the way, remind me to ask Vinyl about this 'condition'. I haven't simply forgotten her question dodging." The Doctor kindly nodded, and when he left her she made one more comment under her breath. "I haven't forgotten your question dodging either."

The Doctor stepped over to the main console to check the controls. As he thought, it was exactly like his, only modified so they were easier to use if you had hooves. The Doctor wondered if his alternate self could regenerate into a Unicorn or Pegasus. He wasn't sure though as you would have to take in the fact that the pony Doctor is also an alien and not a native of this world. He watched his counterpart begin to work his magic on the machine. He noted the delicate stroke he would give some parts, a habit he also picked up. The pony Doctor paused and looked at his counterpart.

"Would you like to help me, Doctor?" He asked with a smile.

"I thought you'd never ask, Doctor!" They shared a small laugh and the pair went to work. Dash had already begun flying around the TARDIS, making sure she didn't get lost again. Her three friends began conversing by the TARDIS console while both Doctor's worked away on the console. Tavi slowly trotted up the ramp and spotted Vinyl who was lazily leaning against one the support beams. Octavia thought _buck it_ and headed straight for the DJ to ask her directly about her 'condition', but paused when she saw Dash approach Vinyl. Dash had a tendency to go 'fangirl' with ponies she admired or was curious about. From what she could overhear, Dash was asking about Vinyl's time in the TARDIS. Octavia felt it would be rude to interrupt them over something potentially trivial, and since there was no real urgency, she relented for now. Her attention then turned to her Time Lord, who was busily working away at the TARDIS. He spotted her and beckoned her over. When Octavia approached, the Doctor stopped what he was doing and knelt down to face her.

"Are you alright?" he asked, concern leaking from his voice. "There's something bothering you, isn't there? You've had that look since we've entered." Octavia sighed as she tried her best to explain.

"I'm worried to be honest. About two things first is Vinyl, I want to know what this condition is. Is she dying? Is it a disease?"

"I'm curious about that as well. I don't know if my counterpart over there would be willing to tell us…"

"- And I'm worried about you." Octavia interrupted the Doctor before he could finish and he gave her a confused look. "Why do you keep dodging my question?" The Doctor didn't know what to say. He made sure nopony was listening and checked if his counterpart needed no further help as he took the mare to the side.

"What do you mean?"

"I asked you last night if you could tell me about your homeworld, Gallifrey." The Doctor found himself feeling uncomfortable. A quick look confirmed that nopony else was paying attention to him and Octavia. His eyes met hers, and his gaze did not falter as the mare looked up at him expectantly.

"I can't tell you."

"Why can't you tell me? Don't you trust me?"

"No, I do trust you. It just… hurts." Octavia saw the pained expression on the Time Lord's face and she couldn't help but feel a pang of guilt. "Look, I would be lying to you if I said I haven't felt anything for my companions. Honestly, I sometimes come to the conclusion that I'm better off alone." Octavia watched him intently as she tried to read every emotion that crossed his face. "I met someone who showed me I wasn't, because when I am I do things that I'm not proud of. I think it will be dangerous when we get to Canterlot so don't want to go…"

"No, I'm going."

"Heh, I thought that wouldn't work. Alright, do me a favour. Do everything I say and please, do not die. I really don't want your death on my conscience as well."

"Make me a promise."

"What?"

"You'll tell me everything when we're done here." He paused before answering, but his gaze didn't leave her as he took her hoof in his hand.

"Alright, I promise you I will tell you everything when this is over." Before he had time to react, Octavia wrapped her forelegs around his neck and hugged him. The Doctor quickly returned the hug as she nuzzled him gently.

Meanwhile, Rainbow Dash was busy drilling Vinyl Scratch on info about her time with the pony Doctor. "So, were you two just friends or…"

"Just friends. I mean, I may have had a very tiny crush on him while we were travelling together, but he made it pretty clear we were just friend. Didn't stop him being super hot," said Vinyl. "I think Ditzy has always had a thing for him but she's never said."

"Really? So, you've been in space, right?"

"I've visited space stations, alien planets, moons, I've gone back in time…"

"… And forwards as well," interrupted the pony Doctor. "Don't forget about that Vinyl." The pony Doctor had gotten to work on the console closest to the pair as he appeared to be nearly done. Rainbow wanted to know one more thing.

"So why did the Doctor leave you behind? What was so important that he didn't take you?"

"Well that was…." before Vinyl could answer, the entire TARDIS rocked to one side. Everypony nearly left their hooves as both Doctors quickly grabbed onto a part of the main console. The other ponies did their best to try and keep themselves balanced apart from Pinkie Pie who was jumping about while squealing with delight. The Doctor's held on tight, and before the humanoid Doctor could ask what had happened, the other Time Lord explained.

"Sorry! Wrong lever. Were still on course for Canterlot, be be there in a moment! Everypony, hold on tight!" The TARDIS continued to rock and shake for what felt like an eternity, yet it was closer to five minutes. The other Doctor looked around to make everypony else was alright. Octavia had moved next to him on the console. Vinyl held onto Dash, Ditzy, and the pony Doctor.

_She's very strong for a Unicorn_ the Doctor mused to himself. The rest of the mane six were holding onto the couch, minus Pinkie who was still gleefully hopping about. Eventually the TARDIS stopped and everypony began to calm down. The Doctor checked over Octavia first who appeared to be fine.

"Is everyone alright?" he called out. A series of murmurs confirmed that everypony was indeed fine. The Doctor spied the pony Doctor receiving a clip round the ear, courtesy of Miss Scratch.

"What the heck was that?" She cried out. "The TARDIS has never been that bad before! What did you do!?"

"Ow, I accidently let go of the parking brake before all the coordinates were set." Ditzy intervened between the pair.

"Relax you two! We're here now, aren't we?" The pony Doctor nodded.

"Exactly," he said. "We should be in the back alleyway that's closest to the main castle." Rarity took the initiative and headed for the TARDIS door.

"Well, I for one think it's about time we see what's going on…" As her hoof touched the door, Rainbow shot across the room and swiped it away. Rarity shook her hoof as she made puppy dog eyes. "Ow! Rainbow, why did you do that?"

"Are you nuts Rarity? Who the heck knows what's going on out there!" Pinkie Pie appeared to still be hopping around in bliss, not realising that the TARDIS had stopped shaking some time ago. The others gathered around the front door, they were all mixed on exactly what they should do next. Fluttershy then spoke up.

"Shouldn't we at least take a peek…? If you don't mind me saying." The Doctor approached the front door.

"If this TARDIS is the same as mine, then we should be safe if we have to make a run for it." The pony Doctor joined his counterpart and put his key into the lock. He twisted it until a click sound was heard. Everypony gathered around the door as the pony Doctor began to open it, but they weren't paying attention to the pink mare behind them.

"Alright everypony, let's go!" A pink blur smacked into the back of the crowd of ponies and the resulting force caused everypony to shoot out of the door. The group landed in a pile with both Doctors on the bottom. A series of groans and moans could be heard as Pinkie jumped on top of the group. Her next statement sent alarm bells off inside the Doctors head. "Hey, this isn't an alleyway." On cue, both Doctor's looked at the ground and noticed that it was polished marble.

"Doctor, weren't you taking us to an alleyway?" asked Ditzy. "This looks like…"

"A throne room? You are correct my little pony." Everypony froze. The Doctor's noticed a pair of white hooves in front of them, and as they looked up they saw Princess Celestia. "It must be my lucky day. Instead of having to look for you, you've all come straight to me." Like an explosion, Rainbow Dash shot out from the centre of the pile and made a beeline for the TARDIS, but before she could reach it, it began to fade away. The iconic noise the machine made when it moved through time and space echoed through the room and then it was gone. Celestia chuckled to herself. "I'm so glad I figured out how to alter the TARDISes flight patterns with my magic. I've sent it back to its last location in Ponyville. That will allow us to chat without any further interruptions, would you like that?"

"Princess, what are you doing!?" cried out Rarity. The others managed to find their footing and gathered together. Vinyl stood in front of Ditzy and Octavia in an attempt to protect them while both Doctor's stood next to each other. The rest of the elements were backing up Rarity. "Why are you trying to control your subjects like this? What is this all about!?" The humanoid Doctor could see the earplugs inside Celestia's ears and an unnatural grin on her face. A forced smile.

"My little Time Lord, I'm simply doing what I am told. Now listen to your monarch, surrender now and you will soon see the light." Octavia pushed past Vinyl.

"What do you mean 'see the light'?" she asked.

"You will only know once you wear these plugs. It is… indescribable." The Doctor grabbed something the pony Doctor handed him and approached the Princess.

"Princess Celestia, I know you're still in there! Your mind is too powerful for them to simply control you so they're altering your mind to see a form of blissful reality instead of a nightmare. This isn't real!" Princess Celestia shook her head, that smile curling slightly wider as she did.

"They told me you would say something like that..." she murmured gently. Suddenly, loud footsteps could be heard approaching the throne room. The Doctor knew exactly what was coming. "Ah, here they are.. I believe they wanted to talk to you directly so I shall leave you to it. I'm far too busy preparing for the future of ponykind." Before the Doctor could ask what she meant, Celetia vanished in a flash of golden light. The throne room doors flung open and there stood two large imposing figures. Everypony's eyes opened wide.

"D-Doctor! Wh-what are they!?" screamed out Octavia. The Doctor said only one word.

"Cybermen!" The large metal men stood in the doorway, blocking off their chance to escape. An electronic voice came from the first Cyberman.

"You will desist and surrender yourselves for future upgrading." Nopony was sure what was going on, save for the Doctor, whose anger was visibly painted upon his face.

"What are you doing here? How did you get here?" There was a short silence as the pony Doctor gathered the group behind the Time Lord.

"We were brought here. You are not part of this world. Our scans indicate you are a known enemy of the Cybermen: The Doctor." Dash flew next to the Doctor and began to get ready to fight.

"So you've fought these guys before then. What are they Doctor? Robots?" Dash asked. The Doctor stared intensely at the metal men who had still not moved away from the door.

"They're worse than robots, Rainbow. A twisted combination of metal and flesh lie behind that armour." Rainbow looked confused, but Rarity figured it out almost immediately.

"Doctor, you can't possibly be saying that…" before she could finish her sentence, the group heard more metal footsteps approaching.

"Doctor, we should go, there's more coming," called out Ditzy. However, when she looked around she realised the only way out was through the Cybermen. The windows were closed shut, and since they were all magically reinforced they couldn't break through. When she looked back at the doorway, two new Cybermen now stood there. These two were different though. They were smaller and were on all fours, looking just like metal ponies. Everypony quickly realised what they used to be. One of the metal ponies spoke.

"Only a few of the castle staff have been upgraded, soon, all of Equestria will join us." The Doctor stepped closer towards the metal monsters.

"Why have you only done a few? Why haven't simply taken complete control over Celestia… oh, I see." The Doctor paced back and forth as he spun his theory. "You can't convert anypony else, can you? You may have been led to this world by me but you certainly didn't have the resources. That's why you have them collecting metal. Electricity hasn't been significantly mass produced yet either, only in hospitals. The ponies still rely on candlelight and steam power. You have to convert all your technology to fit steam power, right?" The metal men and ponies stood silent for a moment, they seemed to be collecting data. Pinkie muttered to the others.

"I bet the Doctor has one of those faces." Fluttershy seemed confused by this.

"Pinkie, what do you mean those faces?"

"One of those faces that ponies can't stop blabbing their plans too. It must be super useful." The pony Doctor butted in.

"They are, I know from personal experience." Vinyl nudged the Doctor.

"Quiet, I'm trying to listen," she commanded. Finally, the metal behemoths spoke.

"We are not utilising steam power. Substance to power machines are hereby dubbed element x."

"A bit cliché," the Doctor muttered. _But what is element x?_ The Doctor pondered to himself.

"You also have incorrect information. You did not lead us to this world."

"So… it was Princess Celestia?" asked Vinyl Scratch.

"Unit identified as Celestia was a catalyst."

"So you used her to get in," the Doctor said. "But she didn't lead you here. Then who did? And what is element x?" The Doctor didn't receive the reply he wanted.

"Sufficient metal has been acquired in Canterlot. Building of upgrade stations will commence. You have been deemed a rogue element, you will be deleted." The four Cybermen brought up their right arm/fore hoof and began to march towards the group. All the group could hear were the thunderous sounds of the Cybermen marching and their chant. "DELETE! DELETE! DELETE!"


	10. Run!

"DELETE! DELETE! DELETE!"

"Ah, now before you do that, I should tell you something," interrupted the humanoid Doctor. The Cybermen literally froze in place. "This is actually quite interesting as I came across this situation not too long ago. Sonic technology, although effective, is neither mass-produced nor easy to come by. I'm partly to blame for that, but we're not here to point fingers - or hooves - and what is quite fascinating is what happens when you put together two specific sonic devices."

"We have deemed that you are stalling for time," announced one of the Cybermen.

"Perhaps. Or maybe, I was just waiting to set the right calibrations, before I did THIS!" As soon as the Doctor finished his sentence he pulled out the screwdriver his counterpart gave him as well as his own. The Doctor placed the ends together and activated both simultaneously. A high-pitched wail could be heard by everypony in the room. The Cybermen began to shake violently as they started overloading. The others covered their ears until the Doctor stopped the screwdrivers. The Cybermen didn't stop shaking though and the Doctor knew that this was their chance. "Everyone, it's time to do what I do best. RUN!" Without a hint of hesitation the entire group pushed past the Cybermen and the Cyberponies and ran for the exit. They got to the hallway and found two choices open to them, left and right.

"We need to split up," said the pony Doctor.

"Agreed, this ends today. I'll take Dash, Tavi and Rarity."

"Hey! If you're taking Tavi then I'm coming with," demanded Vinyl.

"I'll take everypony else then," confirmed the pony Doctor. Without another word, the two groups ran their separate ways. Moments later, the Cybermen regained control over themselves and resumed their metallic march after the group. They chose to chase after the pony Doctor's group, but they were already far ahead.

* * *

The pony Doctor's legs were beginning to feel the burn. _Guess I'm a bit out of shape,_ he thought to himself. Pinkie, despite the situation they were in, was keeping up with the Doctor by simply hopping. Despite the cheerful action, there was a glint of fear in her eyes. Both Fluttershy and Ditzy were right behind them. Neither of them were flying, instead, they opted to run. They were far ahead of the Cybermen due to their need to have a uniformed march, but that didn't slow down the pace of the ponies. Nopony was sure exactly where they were, having ran for a solid two minutes through multiple turns without paying much attention to the direction they were headed. Fluttershy had wished that Twilight was with them, as she had spent so much time in the castle that she would have known where they were. Eventually the Doctor spotted a room and formulated a change of strategy. "Everypony, follow me." They ran towards the door but Ditzy stopped before entering.

"But Doctor, what if they find us?" She asked in a panicked tone.

"They won't; I believe we lost them. We have to come up with a plan." Without another word the Doctor trotted towards the door and beckoned the others to follow him through. He opened the door and waited for everypony to run in before quietly closing it behind him. Fluttershy spoke up louder than usual.

"Shouldn't we make sure they can't get through?" The Doctor was ahead of her and used his sonic screwdriver to lock the doors, but Pinkie had other ideas.

"Alright everypony, stand back!" she cried. Pinkie moved faster than should have been physically possible. Pieces of furniture began to be stacked in front of the doorway, blocking anypony from coming through. Chairs, a large wardrobe and other bits and pieces came together to make the large doorstop. Pinkie eventually stopped and nodded at the others. "There we go, your aunty Pinkie Pie has made it safe."

"I'm nine hundred years older than you," the Doctor muttered. The Doctor was now satisfied that they were secure and took in his surroundings. This was formerly a pony's bedroom, probably an important staff member. The walls were a dark purple and on them were pinned up blueprints and plans, amongst other things. The room had been turned into a planning room. The blueprints had designs for the pony cybermen. On closer inspection they detailed how to convert the biology to the suit but some of the notes warned they would be insufficient materials to convert the entire populace of Equestria.

"Do you think they'll kill the other races like the Griffons and the Dragons?" asked Ditzy.

"Goodness, what makes you think that?" questioned Fluttershy, whose soft tone of voice had returned to her.

"Well look, all of these blueprints show how to make a pony into one of those… things. There's nothing for Wolves or Dragons or Diamond dogs, not even Zebras. What makes us so special?" There was a small silence that was shared amongst the group. The castle itself was also nearly silent. If you listened closely, you could hear the occasional metal footstep hitting the ground far off into the distance. The Doctor let out a long heavy sigh as he finished his pondering.

"It appears that even if they focused entirely on the pony population, they would not have enough resources to convert all of us," he began. "There's something else going on here, maybe this 'element x' has something to do with it. The answer may very well be in this room."

"If that's the case, then why isn't this room guarded?" asked Pinkie.

"These Cybermen are machines, so they already have all the information they need stored in their mechanical brains. Additionally, I don't think there are enough of them right now to be worried about guarding one room. Everypony, start looking around for anything useful. Anything that could show what they're doing." Nopony wasted anytime, but due to the amount of blueprints and papers that were scattered on the floor and carelessly piled up on one another, nopony was sure where to begin. In the end, the group began in the four different corners of the room, each taking their own corner. The Doctor glanced through quickly as he slowly approached Pinkie Pie.

"Y'know, this all feels strangely familiar," muttered Pinkie. The Doctor overheard her as he was looking around the room.

"Really? Have you been in this scenario before?"

"Not exactly, this sounds like one of the Doctor's stories. The other Doctor I mean."

"What do you mean?"

"Oh, well one time I invited the Doctor to make some scrumalicous goodies with me. He came over and while we were baking he told me some of his adventures. He mentioned these 'cybermen' before and there were these creatures he didn't want to talk about but he described as giant pepper pots on wheels but that's just silly. There were also moving statues and this meanie-pants called the Master…"

"… The Master?"

"Yeah, he said he was a bad Time Lord who tried to take over and stuff. Oh wait, you must have met somepony like that too."

"Yes, I remember him very well," the Doctor said with a grimace. "There were other such Time Lords like him, but the Master stuck out among the rest as the most despicable. I always thought it was an interesting name to go by. The Master, it kind of stick, doesn't it?" The Doctor didn't get a chance to think it over any further as Fluttershy beckoned him over. The Doctor expected to see Fluttershy holding a folder or blueprint, but instead, she was beckoning everypony to the window.

"Fluttershy, what is it?" asked the Doctor. She didn't say anything, perhaps she was in shock but she kept pointing out of the window. The Doctor peered outside and quickly realised what it was that had her so shocked. Canterlot was being covered in antennas much like the one in Ponyville. However, they only needed one to control the populace of Canterlot. Why were there so many?

"This has to be linked to their final plan," the Doctor pondered allowed. "Everypony, we need to move, double time!"

* * *

Meanwhile…

Two Cybermen we're just around the corner. The Time Lord carefully peered around the edge of the wall, careful not to alert the mechanical men to his presence. He checked behind him and his group was still intact. He put a finger to his lips so they would keep quiet. Dash was keeping Rarity close to her and Vinyl was doing the same with Octavia. The Doctor could hear the two Cybermen begin to march again and peered around the wall once more. He was satisfied that they were in the clear, but before he could move, Dash whispered to him as quietly as she could.

"So what the heck are we doing here?"

"I asked Rarity if she knew where Luna's chambers were," he replied. "Did you notice how Celestia acted differently than the other controlled ponies?"

"Yeah, the others acted like zombies," said Vinyl. "The princess was like in control of her mind, but wasn't at the same time…"

"… It was like she was seeing something different than what was actually happening," finished Octavia. The Doctor nodded in agreement.

"The Princesses are old, older than me. Like me they can't be simply controlled due to their advanced anatomy and brain power, so the cybermen have to manipulate them." Rarity, who had remained silent up until this point realised something.

"So why would they keep them alive then? Surely they could kill them and then they would be put out of the way."

"Exactly, that means they need them. For what, I'm not sure yet."

"So Princess Luna is still alive?" asked a hopeful Octavia.

"Hopefully, we're about to find out." The Doctor ran towards the wall and signalled the others to join him. The Doctor quickly pulled out his screwdriver and unlocked the door. He edged the handle down and lightly pushed it with his weight against the door. There was only a deep blackness at first, but soon some of the bedroom was illuminated. A bed could be seen on the far side of the room, but there didn't seem to be anypony in it. The décor of the room was black and blue which fitted the Princess of the night's style. The Doctor held the door so the others could get in first before shutting the door quietly behind him. The amount of books in the room rivalled Twilight's library but many seemed to be collecting dust. Obviously Luna didn't have the time to read most of them. The curtains were drawn with small cracks of sunlight piercing through the edges of the curtains that added faint light to the room. Suddenly, the candles located around the room ignited and a familiar voice could be heard above the group.

"I'm so glad that you're all here." Everypony looked up at Princess Luna who was descending upon the group. "I was hoping to see you all before everything came to fruition." The group bunched together and tried to back towards the door, but Luna landed in front of the exit. "I must thank you, Doctor. You helped bring the ones that will lead us all to Utopia." The Doctor didn't even have to look at Luna's ears to know that she was being manipulated. Luna looked happy. Too happy - deranged happy.

"Princess Luna," cried Rarity. "Tell me you're not…"

"… Enlightened?" finished Luna. "Why yes I am, dear Element of Generosity. At first I was admittedly afraid when the metal men came and put these earplugs on me." She made a point to lightly touch both earplugs. "But now I see things that will end all conflict and fighting forever. TIS A GLORIOUS DAY FOR ALL!"

"Ah, now I see," said the Doctor. "Their leading you by emphasising that they'll get rid of the one thing you and Celestia hate most. War. Conflict. With that it opens your minds to mind control. Because that's what the earplugs are telling you, aren't they?" Luna snorted at the Doctor.

"Clearly since none of you wear them you do not understand." Luna looked up at the ceiling; she began to reminisce on the past, a dangerous thing to do when one is as old as she. "A thousand years ago my sister and I declared war on each other. What started as a civil war escalated into a world war between all of the races on the planet until I was defeated. So many things happened in that war. Both my sister and I felt we had no choice at the time, but looking back, we have both agreed we have far more blood on our hooves than anypony should have. Do you understand us, Doctor?" The ponies around the Doctor's feet looked up at him in curiosity. Waiting for him to answer.

"… Yes, yes I do understand."

"That isn't something you'll find in the history books as it has been turned into a story for foals. Today most ponies believe that the fight was purely between me and my sister, but how wrong they are. Like many of the atrocities committed in that war..." Luna paused before continuing, composing herself as she relived an especially painful memory. "I lost my son you know. Carnage Moon was his name. He wanted to serve and protect his mother along with the rest of my soldiers who believed that the night was the best." The Doctor could see an angry scowl appear on the face of the DJ next to him.

"It isn't about what was best!" shouted Vinyl. "Do you know why everypony sleeps during the night? Not because they shun it, it's because they feel safe! They feel protected because they trust the pony in charge to look after them!"

"And I forgot that," whispered the princess. "They have told me your past Doctor. I know what you did in the last great Time war." The grimace that appeared on the Doctor's face told the whole story. "I am surprised you would try to stop this. This will prevent conflict amongst all of us for all time."

"Luna, I'm sorry but you're being manipulated! Think about what else will happen when everypony is turned into a cyberpony. No more emotions, the cyberponies will never advance, you will all just stop. You will all stay exactly the same way forever!"

"Maybe that is best, Doctor."

"You don't mean that Luna, you can't!" The Doctor felt an unfamiliar glow around him and before he could react he was being picked up by Luna's magic.

"You do not tell me what I mean. If you insist on stopping us then you must…" Luna never had a chance to finish her sentence as a princess-sized bed slammed straight into her. The Doctor fell a foot back to the ground as he turned around to see who threw it. To their surprise, it was Vinyl. The way she stood on her two hind legs and her forelegs in the air suggested that she had actually thrown it using her strength rather than her magic.

"Vi-Vinyl! Ho-how did you…?" spluttered Octavia. Everypony heard Luna beginning to get up and the Doctor knew this was their chance.

"Rainbow!" he shouted. "Take off her earplugs, now!" Rainbow gave a salute and in no time at all, the 'self-proclaimed fastest flyer in all of Equestria' held two earplugs in her hoof. Luna was knocked out, and this worried Dash when she remembered what was meant to happen when a pony had their plugs removed, though the Doctor assured her she was okay. "Relax, Luna's mind is stronger than average ponies so both princesses are safe from suffering a neuron implosion. She should be out for only a moment." Everypony returned their attentions back to Vinyl who was sheepishly rubbing a hoof against the back of her head.

"Darling, have you been taking trips to the gym lately?" asked Rarity.

"Um, not exactly," replied Vinyl who was trying to dodge the harsh stare from her longtime friend, Octavia. Nopony had the chance to press any further as Luna began to stir awake. The Doctor cautiously approached her, keeping his screwdriver at the ready. It couldn't fight her off, but it was enough to reassure the Time Lord. Almost immediately the Doctor could see the look of dread upon the night princesses face. She looked up at him with tears beginning to form in her eyes.

"Tell me I have been having the most awful nightmare." The Doctor shook his head. "By the gods, what must mother and Carnage think of me now!?" There was no mask she could wear, nor any composure she could bring forth to stop the tears pouring down her face. She jumped at the Doctor and wrapped her forehooves around him to try and gain some comfort and the Time Lord returned the hug. Despite the cybermen telling the Doctor that he didn't bring them here, he couldn't help but feel like this was all his fault.

**Notes for the Chapter:**

> Hmmm, Luna has a son huh? Who knows, perhaps theres a future story in that...


	11. Confessions

The Doctor had lost track of time - far from ordinary in his case. Comforting Luna had caused him to think about all that had happened. The cybermen, element x, the towers. He berated himself for not taking action sooner when the earpieces were first handed out. It was cyberman technology, of COURSE it was cyberman technology, but the Doctor didn't wanted to believe it. Once again, his arrival had caused death to those who did not deserve it. What started as a dream had quickly escalated into a nightmare and now the Doctor and his friends were the only ones who could set things right, and they needed Princess Luna.

They had gotten lucky. Vinyl had caught the night princess off guard, but that wouldn't work on Celestia. She knew they were here and she would see them coming a mile away. Their only hope was that Luna would be able to keep her sister busy long enough so they could remove the earplugs from her, but the Doctor needed Luna to be in the right state of mind for that. They were still in Luna's bedroom while the alicorn was sobbing into the Time Lord's shoulder. Grief had taken her and she needed time to let it out.

Rainbow Dash was busy looking at her hooves. She never was good at handling situations like these. She usually just flew about to clear her head but that wasn't an option here. Instead, she tried to block out Luna's crying by making small talk with Rarity. Rarity on the other hoof wished she could help somehow. She was the queen of overdramatic reactions but here she felt the princess was fully justified to let it all out. She could see that Rainbow was struggling to deal with the situation so she tried her best to distract her friend. She hoped her fear wouldn't show.

Vinyl had made her way to the balcony, away from everypony else. She briefly considered a cyberpony might spot her from below but she didn't care right now. What she had done was going to cause questions to be asked, questions she wished she'd never have to answer. She blew away a single strand of blue mane that fell across her face; her mane always started to get messy when she was worrying and it bugged her to no end. She had hoped the fresh air might cheer her up but looking at the dark cloudy sky only helped to bring down her mood even further. The clip clop sound of hooves hitting the ground was behind her and she knew who they belonged to as they got closer to her.

"Well… you've gotten stronger," stated Octavia as she walked up beside the DJ. Vinyl quickly adjusted her glasses so they were firmly on her face. "I've been thinking about what's been different about you recently. The random late night excursions which I'm now certain weren't last minute gigs, the fact that I can't remember the last time you didn't have your glasses on, that you recently brought your own fridge for your own room yet you constantly use the one in the kitchen, and let's not forget that you appear to be stronger than an earth pony now." Vinyl said nothing as she continued to look at the clouds. "It's bad enough that I found out you had a whole secret life. Travelling in a time machine with an eccentric…"

"I'm going to stop you there Tavi." Vinyl spoke for the first time in this conversation. "You're the one who's been dating the counterpart, so don't tell me if a stallion came to you and offered you an adventure anywhere in time and space that you wouldn't jump on board." Octavia stared at the DJ. Vinyl hadn't looked away from the clouds during the conversation and Octavia found it slightly unnerving. From what Octavia could gather, the pony Doctor had dumped her back on Equestria without any warning and explained her hostility to his counterpart, but her general moodiness and other changes still hadn't been explained.

"True, but there's more to this. What has happened to you Vinyl Scratch?" Vinyl hated it when Octavia used her full name. It felt like she was being talked down to by her mother. Vinyl let out a heavy sigh as she turned to face the grey mare.

"I'm going to bring up a bad memory now so stay with me here, okay?" asked Vinyl. Octavia nodded in response. "Do you… Do you…" The DJ was struggling to say it so Octavia put her hoof on Vinyl's shoulder to reassure her. "… Do you remember two years ago when I told you I loved you?"

 _Ah, I can see why she didn't want to talk about it_ , thought Octavia. "Yes, yes I remember."

"I couldn't believe it myself. I had never really liked anypony like that before and I was a total goof about it. It just kind of happened. Heck, I told you this already so I don't…"

"… Vinyl. It's okay, just say it."

"Thanks. When you said you wanted us to be friends... I took it badly. I know it looked like I ran out of the house and didn't come back till the morning… but that wasn't exactly what happened. I ran into the Doctor and Ditzy that night. They were being chased by a statute that moved when you didn't look at it. Weird, huh?"

"Sounds absolutely ridiculous. Then again, giant metal men and aliens from another universe are pretty ridiculous too." Octavia smiled warmly and Vinyl soon returned it.

"Anyway, I kind of got caught up in it all and before I knew it, we were travelling in the TARDIS. I was actually gone for a month but I asked to be returned to the morning after our...talk. Ever since then, I travelled with those two until six months ago when both me and Ditzy were dumped."

"Ditzy and I. And, Well that explains how you met him, but that doesn't…"

"… I'm getting to that, just wait a moment," assured Vinyl as she placed her hoof on Octavia's shoulder. "It happened a bit after I saw the Doctor regenerate, you know all about that stuff right?" Octavia remembered what 'her' Doctor had told her, so she nodded. "Cool, anyway one day we travelled back in time, 200 years ago to Trottingham. Something was attacking the locals at night and of course, we went to stop it. One night I got separated and attacked, but when I woke up, I didn't have a scratch on me except… two puncture wounds on my neck…" Octavia was allowed a moment to digest what she heard. Her first thought was understandable but...surely not, right? Vinyl couldn't be? "When we stopped him he… he turned out to be a vampire. I don't think I need to say anymore."

"No, I don't believe you. You, a vampire? That's just…" Vinyl took her glasses off and Octavia stopped dead in her tracks. Ponies were varied when it came to colours. Whether it was coats, manes or eyes but there was one eye colour you never see on a pony - Red. Yet Vinyl's eyes were a ruby red. They were bright and stood out beautifully. The scary thing, apart from it being impossible for a pony to have red eyes, was that Vinyl's eyes were meant to be purple.

"Before you freak, let me give you the facts," assured Vinyl. "One, I can walk in daylight, but admittedly I've always been a night-time mare. Two, no I cannot turn into a bat. Three, no I am not immortal either but I am super-strong and super-fast…"

"… If you are super-fast and super-strong then why didn't you use any of that earlier when we got cornered by the cybermen?"

"I was about to, but then I panicked about you finding out ,and then I noticed that the Doctor was planning something so I left it to him. Trust me, this hasn't been an easy thing to hide."

"So, you leaving randomly at night?"

"That was me stocking up on blood vials. I'm not really allowed to talk about it buts there sort of an underground network of vampires that help each other out. The Doctor showed me them, all I have to do is attend the occasional meeting and help out when needed."

"So that's what your private fridge is for. You have blood in there!"

"Hush, keep your voice down will ya?" Vinyl looked around to see if anypony had been spying on them but it appeared the coast was clear. "Look, I'm sorry I didn't tell you, but can you blame me? I'm still Vinyl, just a vampire is all."

"I know, but if you go for my neck, I'm getting the garlic."

"Sorry Tavi, garlic doesn't work."

"So, vampires aren't what they're supposed to be in books?"

"They don't sparkle if that's what you mean." Vinyl gave a coy smile which earned a chuckle from Octavia. "You're taking this a lot better than I thought you would."

"Honestly, I thought you might be dying. But considering everything that's happening right now, to hear that you're okay is great news." Octavia wrapped her forelegs around the DJ's neck and Vinyl did the same. The pair was simply relieved that they hadn't lost the other. Octavia knew this was still Vinyl, her friend. For a brief moment, Vinyl closed her eyes in peace, but when she opened them, the Doctor was standing by the balcony entrance.

"You heard, didn't you?" she asked flatly.

"Every word," he responded. The pair broke their hug as the Doctor knelt down to them. "Sorry, I came to get you because Luna was starting to calm down and I overheard your conversation."

"Ah, forget it," assured Vinyl as she waved a hoof in a lax manner. "I was kind of jerk to you anyway, just don't tell anypony, kay?"

"Okay. Alright, who's up for getting some answers?"

* * *

Meanwhile…

"DOCTOR! I FOUND IT!" screamed the party mare. Before she could speak any further. a grey hoof was shoved into her mouth by a panicked mailmare.

"Pinkie, please keep quiet," pleaded Ditzy. "You'll alert all the cybermen to where we are if you're not careful." When Pinkie nodded at her, Ditzy felt it was safe to remove her hoof.

"Sorry Ditzy, but I think I've found what the Doctor wanted."

"Did you now?" asked the approaching Doctor. Fluttershy was trotting behind him and the group met in the middle of the room. "Let's see what you have Pinkie?" Pinkie practically shoved the blueprint into the Doctor's face. The Time Lord walked over to the closest table and unfurled the plans so everypony could see it. It appeared to be a blueprint of the towers, though there was something different about it.

"Do you see Doctor?" asked Pinkie. "It looks a little different. doesn't it? And take a look at that!" Pinkie pointed to one of the planning notes at the top of the blueprint. It simple said 'Construction will commence on top of Canterlot castle.' The Doctor's eyes looked over the construction. The design was familiar to him, and in an instant, he knew what this was.

"This tower is different from the others because it isn't for controlling the populace. Well it sort of is, basically this tower links all the towers together. However, it appears to have another purpose. The Doctor pointed to a component that was near the top of the tower. "Take a look at this component here, this is rather fascinating." Everypony gazed at the part of blueprint the Doctor was pointing too.

"What's so special about it Doctor?" asked Ditzy.

"From the description, it appears to absorb the magical energy in the air in order to power the machine. That's why it's located on top of the castle. The two most magically gifted ponies in Equestria live under this roof; it must be like a buffet for that machine."

"But why does it need that," asked Fluttershy.

"I believe it's powering the machine, but I think it has another purpose as well. Sadly, it doesn't say on this blueprint."

"If that thing is meant to link the other towers together. Doesn't that mean it's finished!?" questioned Ditzy.

"Yes, your right."

"So all we gotta do is destroy that mean old tower and everypony will go back to normal."

"No; remember that if you remove the earplugs from a pony then you cause a neuron implosion which will kill them. The same goes for destroying the tower because it's such a sudden cut from the link. However, a manual release is located at the base of the tower that should safely cut the link. Everypony will simply pass out and awaken free from any form of control."

"So that's what we have to do, we have have to save everypony!" announced Fluttershy, who broke out of her usual quiet voice.

"That's right everypony, follow me to the top…" The Doctor was about to begin the righteous march toward the top of the castle, when he realised that they were now blocked off by their own barricade. "Um, Pinkie, could you…?"

"On it Doctor!" Pinkie gave a mock salute and began to break the speed barrier again.

* * *

Meanwhile…

Luna was now standing up, having regained her composure. She cleared her throat in order to get everypony's attention. The Doctor, Vinyl and Octavia came in from the balcony while Dash and Rarity stopped their conversation beside the large bookshelf and trotted over to the princess.

"I would like to apologise, now is not a time for tears, yet I…"

"Princess, you have nothing to apologise for," assured Rarity, but Luna would have none of it.

"No! It is my responsibility to protect all of you. Instead, I helped in this takeover. I may have been under their control. But I still helped nonetheless."

"Didn't you fight them at all?" asked Dash.

"I did but… none of my magic attacks worked. Such things as lifting and throwing them away worked but actual attacks appeared ineffective. Eventually, they overpowered me." The Doctor was scratching his imaginary beard as he came to a conclusion.

"The cybermen are from a different reality where magic doesn't exist. Although the rules are different here... Perhaps they have some odd form of immunity due to them being metal, but I couldn't say without looking into it further." A small awkward silence filled the room. It was rather unexpected, considering the Doctor knew what he wanted to ask but suddenly found himself incapable of asking Luna any further questions. Maybe it was because he knew that she was clearly not a hundred percent. Dash never liked this kind of awkward atmosphere and always did her best to break it whenever it occurred.

"Um… I… didn't know you had a kid Princess," stated Rainbow Dash. Too late did she realise her error in bringing it up when she saw the pained expression on Luna's face. Dash cringed outwardly and berated herself for being so foolish. "I'm sorry princess…"

"No my little pony, you wouldn't know. My sister didn't even know until I told her several months ago. Understandably, it was quite a shock to her. You see I have been… suffering from nightmares myself."

"Hold up, you can do that dream walking thing, can't you?" asked Vinyl. "I mean, some of my friends have told me about you helping them in their dreams. Can't you stop them?"

"To stop the nightmare you must first find the cause, and I know why I have them. Guilt, for not saving my son." Luna stood up and walked over to the balcony. She gazed out to what the city was becoming. A metallic paradise for the cybermen and soon for the cyberponies as well. The express trains we're delivering metal for the antennas all over Equestria, and at the rate they were being completed, the vision of the cybermen would be realised sooner, rather than later. "Then you have to stop the guilt, but I can't. I simply can't. From day one he was bred to be a soldier. I even called him Carnage in order to strike fear into the hearts of my enemies. This may surprise you, but before he was born, he was altered."

"Altered? Altered how?" asked the Doctor.

"Scientists from my army altered his genetic code, making him stronger, faster, the perfect soldier. They did other things to him...but I would rather not say. I conceived him with one of my most loyal followers. a military stallion who i grew quite fond of."

"Hold on," interrupted the Doctor. "That's impossible. You couldn't have that kind of technology." Luna let out a heavy sigh as she placed a forehoof over her face. Clearly she was trying to compose herself.

"What if I told you that we were once far more advanced than we are today?" This earned odd looks from the entire group and Luna continued to explain. "I'm telling you all of this in the strictest confidence. When the war was over, the planet had a lot of recovery to get through. According to my sister, she blamed technology moving too quickly as one of the reasons for the war and why it lasted so long. She destroyed so much technological advancement, and after several generations, all the races simply forgot any of it ever existed. Why do you think my sister has always pushed for the advancement of magic, but not of technology? I'm still not sure if I agree with her but I understand her reasoning. My sister had a lot of power after the war and slowly gave it back to the other races when she was satisfied she had changed the history books enough."

"Th-that's unbelievable," said Octavia.

"It's a lot to take in. My son was placed inside a stasis coffin before the final battle. I had hoped I would win, but as you know, I was defeated that day and Nightmare Moon was imprisoned and as a result, my son was left in the coffin. My son was born a Pegasus so I doubt he could retain the alicorn immortality. You are either born an alicorn or… well… that's private. I will never see him again. While my sister has had many children over her thousand year reign, the one child I had- he shall nev- he shall…" Luna began to choke up so Rarity pulled a hanky out of seemingly nowhere. Luna wiped away a few stray tears and smiled in gratitude. "Thank you Rarity, you would have made a fine element of kindness."

"Listen, this is interesting and all but shouldn't we worry about these cyberpunks first?" interrupted Rainbow Dash.

"You're right Dash," said the Doctor. "Luna, how much do you remember of the Cybermen's plans?"

"All of it. What do you wish to know?"

"Tell me, what is element x?"

"Ah, this has confused me actually. It's magic, pure, raw magical energy." The Doctor thought it over for a moment and then I smile of realisation hit his face.

"Oh, of course! The cybermen don't believe in magic. They have no proper concept of it. So, they gave it another name. How they even came here is still a mystery I assume?"

"Yes, somepony from this world let them in. My sister. But she didn't lead them here. For some reason they can't remember, almost as it was removed from them. They gave them everything, the knowledge to harness magic, the towers, the means to come here and their final plan."

"Luna, tell me everything." As Luna began to explain, everypony's face turned to a mix of surprise, shock and realisation. There was only one thing left to do. Stop the cybermen, or all was lost.

**Notes for the Chapter:**

> So, what is next for the group? What is the master plan of the Cybermen? Will the Pony Doctor's group be sucessful in switching off the earpieces? Will Celestia get in the way? Find out next chapter :)


	12. What Madness Creates

The burning sensation in the Time Lord's legs was beginning to resurface. It hadn't taken long for Pinkie to clear the door and nopony was willing to waste any more time. Running was something both Doctor's were used to, but even they had their limits, and the pony Doctor was worried that he might be reaching his. He refused to allow those thoughts to cloud his mind though. Everything was finally coming together.

He took another look over his shoulder and sure enough his group was still intact. The problem was that they had no idea what to expect when they reached the roof. The Doctor was certain that the tower would have at least one guard stationed by it and dealing with even one Cyberman would not be an easy task. They couldn't match one physically, so the only option left was to outwit it.

Finally, they came to the final staircase that would lead them to the palace roof. While Pinkie had been freeing the door, the Doctor had spotted a blueprint for the castle. He had quickly memorised it and led the charge to the roof. The Doctor paused at the foot of the stairs and turned to the group.

"Alright, get ready. If we encounter anything, get behind me."

"Doctor, what about the others?" asked an out of breath Ditzy.

"And, how will we get rid of the Cybermen?" questioned Fluttershy.

"First we have to take care of the tower and free everypony," replied the Doctor, "and don't worry about the Cybermen. I've got a plan on how to deal with them," he finished with a smirk. They all relaxed slightly while Pinkie jumped up triumphantly.

"Alright then! Let's teach those mean old Cybermen a lesson!" She cried.

"Here we go, allons-y!"

Without another word, he began to quickly ascend the staircase with the others in tow. It was a short walk with no distractions but the group's mood was taken down further by the unsettling feeling that this was a little too easy. Still, they pushed ahead, dreading what they might behind behind the next corner. The door to the roof was nothing but a simple brown door without a lock. Odd that there would be no lock, but the Doctor realised that it might be magically protected. Preparing for the worst, he gingerly reached over for the doorknob, but Pinkie beat him to the punch and swung the door wide open. Pinkie happily trotted through, perhaps oblivious to the potential danger ahead while the Doctor quickly followed behind.

What lay ahead was a long stretch of concrete and at the far end was their target. The tower seemed to reach up to the sky. There was a ladder that rose up to the peak of the metallic mesh, and located at the bottom was a large switch that screamed "pull me!" The group huddled around each other as they gazed up at the tower. The Doctor put his thoughts into words in the most elegant way possible.

"That. Is. Beautiful."

"I know it-WHAT!?" Shouted Ditzy.

"I mean look at her Ditz. That is a magnificent creation. It's funny really when you think about it. The reason this technology hasn't existed for eight hundred years is because Celestia insists on magical advancement over technological advancement. Just imagine if it was the other way round! I wouldn't be surprised if your entire race was exploring the stars by now."

"Aren't you more concerned over the fact that it's HUGE!"

"Not really. We're practically looking at a work of art. I mean it would be a crime, a travesty to destroy this. Still, we had better shut it down, right?"

"Nice to see you have your priorities straight," said Ditzy with an annoyed look. The Doctor responded with a sheepish smile that slowly turned into a grimace.

"You know what Ditzy? I'm really going to miss you."

"Huh? What do you…"

"Doctor! Is that the switch!?" screamed Pinkie as she pointed to the massive switch at the base of the tower.

"Yes, it should be. Would you do the honours?" Pinkie didn't need to be asked twice. She got into a running stance, but as soon as she took off, she slammed into a white body.

A man once said that the wrong man in the right place, or the right man in the wrong place can make all the difference in the world. Life has always had a way of bringing the worst mare to the worst place at the worst possible time. This was one of those times. Celestia stood over the fallen Pinkie Pie with a deranged looked plastered over her face. She gazed over the group and attempted a motherly smile which came off as more sinister than intended.

"I had a feeling you would find your way up here," she said. The Doctor motioned for Ditzy to get behind him while Celestia placed a hoof on the element of laughter's chest. "Please don't struggle, Pinkie, everything will so much clearer, very soon."

"Obviously you're being manipulated," muttered the Doctor. His voice was just loud enough so Celestia could hear." Either you're seeing a distorted reality or every decision you make is being subtly decided for you. Either way, you're not in your right mind."

"I will have to correct you, Doctor. My mind has never been more clear. All the potential wars of the future, all future conflict will be avoided and true harmony will descend upon the planet." She pointed her hoof towards the peak of the tower. "Our salvation has come from another world. A world that understands true peace…"

"No! They understand uniformity, order, but they don't understand harmony or magic or freedom. If you do this, you doom every race on this planet to become a mindless drone. No species on this planet will ever advance. All creativity and imagination will die, along with their emotions."

"Perhaps that is best. I have witnessed this world descend into chaos, twice!" She slammed her hoofs into the ground which caused the floor beneath them to shake violently. "First, when a demon of chaos ruled Equestria, the second time when a dispute with my sister led to a world-spanning war. Do you know what it's like to live a lie? Nopony can ever know what I used to be like back then. How foolish, ignorant and greedy I used to be. I used to be in support of slavery! I advocated for the earth pony race to be second class citizens because I couldn't imagine a world where we we're all equal."

"Exactly," snapped the Doctor. "Imagination led you to the conclusion it could be done. I know the truth. Luna was upset over the fact that the ponies didn't appreciate the night, that is true. But she also strongly disagreed with your policies on slavery. What she didn't realise, was that you weren't Celestia anymore." Celestia's eyes opened wide in shock.

"No, don't say it!"

"You were…

**"I SAID DON'T!"**

"… Scorching Sun."

"Scorching sun? Who's that?" Asked Ditzy.

"Before Luna became Nightmare Moon, an entity took advantage of Celestia's fear over ruling. She felt like she had to show her power when some of the other races threatened war against her. The entity, much like Nightmare Moon, transformed her into Scorching Sun. A dictator like spirit, bent on control. Luna transformed into Nightmare Moon during the course of the war after losing so many loved ones and during the final battle between the sisters, Celestia was freed from Scorching Sun." Celestia was shaking her head in a desperate attempt to block out the Doctor's words, but it was in vain.

"Did you never think to, I don't know, stop it from ever happening?" asked Ditzy.

"I can't, the entire event is time locked. Changing it would cause the destruction of everything." A bolt of magic flew over the pair's heads as they quickly ducked down. Celestia took her hoof off Pinkie's chest, but Pinkie was too scared to move.

"It doesn't matter. I won't let you stop my citizens living in peace. You will never reach that switch!" A wry smile began to show on the Doctor's face as he stood confidently before Celestia.

"You're right. I won't be able to reach that switch, but Fluttershy already has." The realisation that one of the ponies that was meant to be with the Time Lord's group was absent hit her like a tonne of bricks. Celestia craned her neck behind her just in time to see Fluttershy, with all of her strength, flip the massive switch downwards.

* * *

Meanwhile…

The town of Ponyville came to a standstill. Everypony, no matter the position they were in, froze in place. The entire town became a series of living statues as their eyes began to glaze over and roll back in their heads. Suddenly, everypony fell to the ground unconscious. Only a few of them would ever grasp how close they came to death.

* * *

"Ha, well done Fluttershy," praised the the Doctor. "It appears her quiet nature was enough to sneak past you, Celestia." Celestia should have had a face filled with rage, anger, disappointment. Instead, she was smiling. Then, she began laughing. Understandably, this unsettled the group slightly.

"Um, usually when ponies laugh it's because something funny has happened," noted Pinkie. "But you're laughing and something bad has happened to you." Celestia wiped an imaginary tear from her eye as she calmed herself.

"It's funny that you think you've won now. Because you haven't. The device is ready to fire. What the workers were setting up was supposed to boost the effect of the tower to cover all of Equis. Sadly, we'll just have to settle for Equestria for the time being."

"I don't understand," said the Doctor. "What do you…?" A flash of light surrounded the group and when the light disappeared, the entire group found themselves in the throne room. They weren't alone though, as six Cybermen and two Cyberponies surrounded them. Fluttershy jumped towards the others and coward down in a desperate bid to hide from sight, but it was no use.

They were surrounded with no way out.

Pinkie was able to get Fluttershy to stand up when Fluttershy realised that it wasn't working. The Doctor looked over to the doorway, only to find two more cybermen standing in front of the exit. The Doctor took one last scan around the room, but came to the same conclusion: They were trapped. Instinctively, he took out his screwdriver and began to point it at the enemy's around them, but this only made Celestia scoff.

"What do you intend to do with your little night light? On its own, it is no threat to us." Instinct wouldn't allow the Doctor to lower his final defence. He wanted to hold onto that small glimmer of hope, but reality was quickly setting in. One of the Cybermen marched up to the front of the group and stretched his arm out towards them.

"You have all been deemed incompatible. You will be deleted." A chorus of death began to sound across the room as the other cybermen mimicked the first cyberman's actions.

"DELETE! DELETE! DELETE!"

Suddenly, the throne room doors swung open, launching the two Cybermen on guard across the room. Everypony turned towards the source of the disturbance to discover Princess Luna, the Doctor, Vinyl, Octavia, Rarity and Rainbow Dash standing inside the doorway. Celestia released a hearty laugh at the scene before her.

"I was wondering where you had all gone," she said with a smirk. Her eyes met her sisters across the room. "Lulu, I see they removed your earplugs. I'm so sorry I wasn't there to help you, little sister." Luna's anger was evident as she began to tremble.

"Help me!? HELP ME!? I thought you were stronger than this, Tia. Can you not see the madness that has befallen our kingdom?"

"Any 'madness' has been caused by this group," Celestia said as she pointed towards the non-converted ponies in the room. "Lulu, do you really want to fight me? We all remember what happened last time?" Luna was beginning to see red, but before she could make any sort of attack, the cybermen marched in front of Celestia, forming a wall in front of the princess. If Luna attacked, she would be attacked in return. "Don't make me hurt you little sister. I would rather avoid that." Rarity signalled for the pony Doctor's group to join them as both the ponies and the Cybermen stood facing one another. The taller Doctor took a step forward as he looked Celestia in her eyes.

"We know your entire plan now," the Time Lord announced with a hint of pride in his voice. "The tower isn't just for controlling the populace, it's a biology converter." Celestia squinted her eyes at the Doctor but he paid her no mind as he turned to his friends. "Basically, the reason the cybermen have been collecting magic or, "element x" is because of its infinite potential. Magic, in its raw form is like the number zero. Empty, but filled with infinite potential. The being, who is yet to be identified, supplied the cybermen with the location of Equestria and the means to set this all up. Someone or somepony handed you a victory strategy. For what reason, I still don't know. But now I know why the princesses were kept alive."

"Yeah, why did they do that? Wouldn't it be easier just to take them out?" asked Pinkie Pie.

"If they did that, then they would have gotten rid of their biggest power source." The Doctor pointed directly at Celestia who did not react to his finger. "You can't extract raw magic from a pony, it's simply something they emit. A unicorn gives off very low levels, earth and pegasi even less, but an Alicorn is a different story entirely. It only took a matter of days to power up the tower and now all you simply have to do is place a decent amount of cyber technology at the top of the tower, fire away, and the entirety of Equis will be converted into a cyber-base creature."

"Very nice summation Doctor. I give you an A for effort," said Celestia. "However, I don't see how you can win now? You're trapped and you will be easily overpowered. It's a shame really, you would have made a great member to our cause."

"Well normally you would be right, I'm very much used to making it up as I go along. However, I have noticed something about you. I picked it up after the last two times we talked."

"Oh really? And what is that?"

"You're very easily distracted," he said with a smirk. Alarm bells rang in Celestia's head as she scanned the room and noticed a certain rainbow haired mare was missing from the group. Too late did she notice the two hoofs on her earplugs as they were being pulled off.

"Oh buck…" Celestia fell unconscious.

The Cybermen, upon witnessing Celestia's swift defeat, immediately attempted to grab Rainbow Dash but she was too quick for them as she flew up into the air. Like a missile, she flew hoof first into a Cyberman's chest. At the speed she was going, she managed to slam her hoof through its chest, effectively killing the metal giant. She tried to ignore the fact her hoof came into contact with dead flesh, but she couldn't help but wretch a little.

Her allies quickly joined the fray as Pinkie Pie, from seemingly nowhere, managed to blow away a cyberman with her trusted party canon. Vinyl's speed and strength became essential as she began tearing through the cybermen that Luna managed to keep still by using her magic. Both Doctor's took their chance to check on Princess Celestia. They slipped past the battle, confident their friends would succeed and reached the unconscious Celestia. The taller Doctor looked over to his pony counterpart with a smile.

"I assume you turned off the earpieces," he asked.

"Yes, you should have seen Celestia's face. Priceless." Both Doctor's confirmed she was merely asleep. "Well done on discovering the entire plan. It's helped confirm my plan on how to deal with the rest of the Cybermen."

"Really? What's that then?"

"The cybermen from your universe are too bent on logic. Magic is chaotic and beyond the realm of possibility for them. However, with minimum contact and renaming the substance 'element x', they've avoided suffering from a logic overload. Despite the flesh, they're too much machine." The other Doctor immediately realised what his counterpart was leading too.

"Ha! Of course! If they witnessed a mass use of magic in front of them, they're minds would be unable to comprehend it. That's also why they didn't choose the longer extraction process. Witnessing its use too much would have fried their circuits."

"Correct so all we have to do…" the pony Doctor was interrupted by quiet sobbing. Below, the Alicorn princess who had once stood proud and tall, was now a blubbering wreck. Any words that were coming out of her mouth were muffled by her sobbing.

"Tia! Are you alright!?" cried out the princess of the night. Both Doctor's turned around to see the battle was over. Together, they easily bested these cybermen, but there were many more roaming the streets of Canterlot. Luna knelt down and embraced her elder sister while the two Doctor's made their way towards the door. Vinyl caught them before they could leave.

"Where are you two going? We have to stop the cybermen," she said.

"Don't worry, Vinyl. That is exactly what we are going to do," assured the pony Doctor.

"When Celestia has calmed down, and judging by the scene behind us, that might take a while, tell everyone to meet us on top of the balcony that's looking over Canterlot," finished the other Doctor. With that the two left, ready to carry out the final part of the plan.

* * *

It was roughly a thirty minute wait, but the others eventually joined the two Doctor's on the balcony. From where they stood, they could see the rest of the cybermen marching through the streets. They were loading up ponies and placing them in carts after they had been knocked unconscious. Both Doctor's assumed it was to place the earpieces back on once they were able to get the link running again. It was only a matter of time before the cybermen stormed the castle so they would have to act quickly. Celestia took a couple of steps forward and bowed her head in shame.

"I am truly sorry my little ponies," she said solemnly. "I have no idea what came over me. Suddenly, everything the earpiece told me made perfect sense. That is not an excuse, that is the truth. I have shamed myself because of this. I don't know what I'm going to say to Twilight." Tears became to form in Celestia's eyes but Luna was there to stop them.

"Now is not the time, sister. You are not to blame and the ponies of our kingdom will recognise that. We will find whomever brought them here; but first, we must deal with the threat at hoof." Celestia nodded while Octavia approached her Doctor.

"Doctor, tell me you know what to do." The Doctor nodded his head and began to explain.

"As we said before, the cybermen can't accept magic, but they can't flat out ignore the evidence if it's placed in front of them." The pony Doctor continued.

"Simply put, we must do something so big that even they can't ignore it. When they witness it, their circuits should overload which will result in their death."

"But what on earth could possibly be big enough?"

"Simple really, Luna must raise the moon." There was a short pause as everypony digested the information. The other Doctor decided to explain.

"In my world, day and night are automatic because the earth orbits the sun. Here, it requires one of your to do it. To the cybermen, that is completely illogical. If they witness Luna raise the moon, there is no way they would be able to handle it." Celestia took this chance to interrupt.

"Could the Cybermen simply not look up?"

"Exactly, that's why we need to draw their attention to the sky. That's where you come in Celestia." Celestia eyes opened slightly wider at this. "We need you to make something big, loud and colourful in the sky long enough to get their attention." There was another pause as Celestia stared at the Doctor's in front of her. She took a few cautious steps towards them and bowed her head.

"If there is anypony that I trust right now, that is you two." She raised her head again and wore a genuine smile. "Thank you, Doctor's. Let us begin."

Celestia turned to her sister and the pair nodded at each other. Luna instinctively flew past the balcony and into the sky, but before she did, she waited for her sister's signal. Celestia stood at the edge of the balcony, charging her spell. The perfect distraction for any creature. The perfect thing to draw somepony's attention. Fireworks. An explosion of colours burst from the tip of her horn and rocketed up the sky. It left a short, sparkly rainbow in its wake and when it reached the top of the sky, and exploded into a massive ball of multi-coloured light. As expected, every cyberman in the city gazed upward to investigate the sudden noise and colour and now it was Luna's time to shine.

Celestia had once said that explaining how to move the sun and moon was impossible. It was something you had to experience yourself. The higher Luna rose, the further the sun descended and the higher the moon climbed up the sky. Already, the cybermen were showing ill signs. Some began to shake uncontrollably, while others were frozen solid. Suddenly, one cyberman's head exploded which started a chorus of exploding metal the further the moon rose. The others watched down from the balcony in joy as the cybermen were exploding in the street. The scene was ghastly with metal and bits of burned flesh scattered about, but it did not deter the early celebration. After several minutes, the last cyberman fell.

The cybermen had been defeated.

Luna quickly flew back once the moon was secure and embraced her sister in a hug. The ponies around the taller Doctor did the same as the victory celebration was already underway. A smile reached his lips as he looked on.

"Well, Doctor, it looks like…" The Time Lord stopped his sentence when he could no longer see his counterpart beside him. He scanned the room for him and found him on the other side of the room. The key difference was that the pony Doctor had placed a gas mask on his face. He was also holding some kind of silver ball. The others began to notice this too and Ditzy was the first to point out the elephant in the room.

"Doctor? Wh-" The pony Doctor threw the ball at the group and before anypony could react, the contents of the ball was released in the form of gas. Everypony went stiff. Rainbow Dash, who had been in the air at the time, suddenly fell to the ground, unable to move any part of her body apart from her face. Her friends suffered from similar ailments . Even the princesses found themselves falling to the ground in a heap. The other Doctor was the only exception as he fell to one knee. He was able to move, but still felt incredibly stiff.

"It's a pity I hadn't planned on you," muttered the pony Doctor. "The gas was only designed for ponies, not Time Lord's. Still, it appears to have had some sort of effect on you." The gas began to clear slightly so the group could just make out the Doctor wearing an eerie gas mask.

"Wha… what ar-re you do-ing?" spluttered out Vinyl.

"Don't worry my friends," assured the pony Doctor. "Everything will be clear soon." Before anypony could press any further, the Doctor pulled out a gun. The gun was alien in design, but instead of pointing it at the group, the pony Doctor pointed it at himself and fired it at his chest.

The Doctor laid there in a lifeless heap. A golden glow began to emit from the Time Lord and the only part of his body that moved was his right hoof which he kept tapping on the ground. He was mimicking a drum beat.

**Notes for the Chapter:**

> "Just because one man handles loss in one way, doesn't mean everypony would do the exact same thing in his position..."


	13. The Master of All

The rhythmic tapping didn't stop as the golden glow continued to surround the near lifeless form of the Time Lord. The only reason the tapping finally did come to an end was because the Doctor's body began to float in the air. Many of the confused watchers were at a lost at what was happening. But Vinyl, Ditzy and the other Doctor knew.

The Doctor was regenerating.

The Time Lord tried to move, but still felt too stiff to be of any use. He was having trouble staying on his knees, let alone standing up. There were so many questions going through his mind but two stood out. Why had his counterpart immobilized them? And why did he forcefully regenerate himself?

It was rare for his kind to force a regeneration. Despite being immortal, they had a number of forms they could use before they could no longer regenerate. In a way, it was like stripping away a part of your soul by force every time a Time Lord regenerated. Their preferences and personality would change slightly, along with their body. However, they were still the same basic person with all their morals and beliefs intact, just slightly different. To force that was foreign to the Doctor and not in a good way.

Suddenly, the golden aura began to pour out of the pony Doctor from his limbs and head. This caused the gas mask he was wearing to go flying off his face. The massive surge of energy shook the floor they all stood on, but barely affected the group as they lay on the ground. The other Doctor glanced over his shoulder and noted that despite being paralyzed, they were all fine. Judging by it coming in the form of gas and the Doctor's stiffness, he summarised that its effects would soon wear off. Although he doubted that it would wear off in time to stop whatever the pony Doctor had planned. When the Doctor looked at his counterpart again, the Doctor's transformation had officially begun.

The brown, chocolate like coat began to melt away from the Doctor's body and in its place was a charcoal grey. His brown mane began to grow longer and the colour transformed into a pure black. During it all, his body continued to float in the air as the golden energy danced around his body and exploded from his limbs and head.

Finally, the transformation began to come to a stop as the Doctor's body slowly floated downwards until he was lying on his back. For a moment, for a single moment, the world was silent. Nopony moved or even knew what to say. Some of the Elements thought the Doctor had died, but others knew better. Finally, a small chuckle could be heard from the stallion lying on his back. His voice was deeper, but a lot sharper and distinctive than before. Slowly, he raised his head to face them.

"Ever since the Time War, I've had that drumming in my head," he said with a relieved smile. "At first I hated it; I thought I had gone mad at last. Now, I realise it was sign. Out with the old, in with the new as they say." He stood up on all fours and faced the group with a disturbingly kind smile.

"Wai… wait! Did you j-ust…?" stammered Dash.

"…Regenerate?" finished the Time Lord. "Yes Miss Dash. I know my counterpart has been surprisingly open about his history to all of you. Well, not everything of course but as you know, he is my counterpart."

His chin was much larger than before and his emerald green eyes stood out from his dark body. There was one big difference that rested on the Time Lord's head. He had a horn. The Doctor lightly touched his new horn and seemed pleased with the results.

"It's a shame that I haven't practiced magic in jolly long while. I'll have to pick it up again when I find the time." Part of his mane was blocking his vision in his left eye, but he made no attempt at changing it. "Now, I did say everything would soon become clear right? Well please allow me to explain." Ditzy seemed close to tears.

"D-doctor what's hap…" She was cut off by the Time Lord.

"The Doctor. That isn't my name. That was a promise. A promise I had to break in the Time War. I'll fix everything though, it's all been leading up to this." Some of the things the pony Time Lord said rang scarily familiar in the other Doctor's ears. The drumbeats, the Time War, but everything that he was doing didn't make sense at all. The Doctor was starting to feel rage. An emotion he tried very hard to suppress but only amplified when he spied Octavia lying on the floor, unable to move.

"What's wrong? What is going on inside your head!?" He practically shouted the last part but the pony Time Lord seemed too transfixed in his own little world.

"I am no longer the Doctor. I need a new name, a new promise. What was that name Pinkie mentioned? Ah yes, the Master. Yes, that's my name. I am the Master. How appropriate it is that I take his name."

The Doctor could feel his hearts pounding inside his chest. It was all so clear now. This was not just an alternate version of him, it was an alternate reality version of the Master as well. One of his greatest enemies. It was definitely based off himself, but in this reality, he eventually succumbs to the same madness as his old foe only in different circumstances. In this reality, the master was already dead, and the Doctor was destined to replace him. There was something especially eerie about the fact that he could've ended up as his counterpart if the circumstances had been different. Clearly the Time War was the cause of all this, but the reference of a drumming noise alerted him to what his counterpart was planning. He had to be sure though.

"Let me guess," said the Doctor as calmly as he could muster, "It involves the tower above us." The Time Lord now calling himself the Master nodded smugly.

"I came across your universe when I found a crack in time and space. Something that had been overlooked by my people. Naturally I went to close it up, but this was soon after the Time War and I had left Vinyl and Ditzy back on their world before I left." The slight flicker of eye movement between the two mentioned mares was enough to say that something had clicked in place. "Because I was alone, I wasn't able to sort the correct sequence that would close the hole in time, so I accidently fell through. However, from disaster lies opportunity. That opportunity came when I discover the cybermen." The Doctor still had trouble moving his body, so he decided to conserve his strength. The Master trotted past him and towards the balcony.

"They were an alternate version of the cyberponies. A race of beings that lived on Equis' twin planet, however, they are all dead now. They died before Vinyl or Ditzy had ever encountered them. They were simple in goals and very easy to hack, that's what led me to enact my plan." He left the balcony and trotted over to Celestia next. Luna struggled with all her might but couldn't move an inch from her position. She panicked at the prospect of Tia being harmed, but instead, the Master pointed at her.

"I had encountered Celestia before, but in another form so she didn't recognise me. The truth is, she has been manipulated for quite some time." The Master turned towards Luna. "Did you find it odd how all of a sudden; Celestia was obsessed with parallel worlds?" Luna didn't respond but she didn't need too. The Master already knew the answer. "That was my work. A slight hypnotic suggestion left at night for one month was enough to drive her to that state. So when the Cybermen came to her, she let them in, when normally she would have had defences set up in case something went wrong. I nearly got caught a couple of times, but it was all worth it in the end."

"Two weeks prior, I personally handed the cybermen the information to build what they have built since coming here, even the plan to break into this world and start their species again. Of course, I hacked into their network and wiped all knowledge of myself from their databanks. That is where the next step of my plan kicked into gear." He trotted into the middle of the group and gazed at them individually. He gave looks of triumph to some, looks of disdain to others, and looks of regret and sympathy to those he was close too.

"Funny thing, their plan would never have worked. Despite raw magic's potential, for their plan to work they needed more than metal, they needed some organic material of what they wanted to duplicate. Of course they never knew that, they were just following the plans that I had left for them. You see, my full intention has always been to feign ignorance to their plan and use all of you to help me stop them. Because the tower is not for them, it's for me."

"Th-that's why yo-u di-dn't want us to…" stammered Fluttershy.

"… Destroy the tower? That was one reason, but of course I need you all alive, otherwise there wouldn't have been any point to this."

"Then what is this? Why do all of this!?" Asked the Doctor.

"Simply put, the Time Lord's will be reborn."

"Reborn?"

"Let me ask you a question that you must have been pondering this entire conversation. Why would I force myself to regenerate? What purpose would that serve?"

There was no immediate answer. It had definitely been something on the Doctor's mind so he decided to look at it from another angle. What benefits were there when you regenerated? Of course it gave you another chance when you were near death, and it saved the Doctor's life on more than one occasion. _With all that energy… ENERGY! That was it. The leftover regeneration energy._

"There's only one reason you would force yourself to regenerate," claimed the Doctor, "you're trying to use all the leftover regeneration energy inside of you." A small laugh escaped the Master's lips.

"I knew I would be the only one who could figure my own plan. For those of you who aren't aware, a Time Lord doesn't use all of his regeneration energy when he regenerates. Some of it remains in his body for a couple of days. The purpose of this is a defence against possible attacks. A Time Lord can sometimes be vulnerable and fall unconscious right after regenerating, so if they are shot, cut, or even lose a limb, all the damage will be healed without a scratch. Now, do you have any idea how else I can use this energy?"

"You're going to have the rest flow into the top of the device and then fire."

"Right again, Doctor. If I used a piece of my genetic code, everypony would just become an exact clone of me. But regeneration energy completely randomises a genetic code. You will all become Time Lord's, just with all of my ideals. Of course I will become your master, we can't have my people dying again, now can we?"

"So that's why you're doing this," growled the sun princess, "all of your people are dead, so you'll willingly replace them with us?"

"Correct, but I'm not the only one who knows that pain," muttered the Master. Despite how quietly he had said it, everypony had heard and it only took Octavia a moment to realise who the Master was referring too.

"D-d-doctor? Does he me-ean you?" she struggled to get out. The Doctor nodded sadly as his friends shared looks of sympathy towards him.

"We both went through something called the Time War," continued the Master. "As the name suggests, the war for time itself. Everypony in the war died, except for me. The entire event is timelocked so I cannot save my people, but, I can start again. But this time, from my own image. I will lead all of you to a golden age of magic, technology, but most of all, prosperity under my golden rule. I was president of the Time Lord's long ago so I have plenty of experience. I have destroyed so much in my life, but no more. The oncoming storm will become the guiding light for all."

"You're insane." Rarity was able to choke out what everypony was thinking.

"Ha, I thought that myself a couple of times. Then I realised, why shouldn't I lead you all? Originally, I was going to convert another planet filled with a species called 'Humans,' but this world has always been a second home to me. I'm far more intelligent than all of you combined and my species was far more superior than yours. You should all consider this an upgrade."

"B-but what ab-out all the species the tower won't reach?" asked Rainbow.

"Regrettably we'll have to kill them. There will be more than enough in Equestria alone to rebuild the Time Lord race. Honestly, you should be thanking me. The amount of wars this avoids will save you all a lot of trouble."

"What the heck do you mean by 'we'll have to kill them'?" Rainbow's stutter, that was induced by the gas, had disappeared.

"Ah, I forgot to mention. Thanks to the genius engineering of myself and borrowing some cyber technology, all those who are converted will instinctively do anything I say. You will all see me as your leader. I thought that would be easier than winning you all over with my charm and intelligence. Some ponies can be just too stubborn."

The Doctor, with sheer force of will, was able to stand up. He gazed over his friends to see the pitiful sight. All of them on the floor, completely defenceless. The Master didn't even regard him as a threat at this point. He could see the stiffness in the Doctor's joints and realised he was having too much trouble moving to attack him.

"Y-you're n-not the Doctor," said Ditzy, who appeared to be close to tears. "The Doctor was a good stallion who went out of his way to help others. He had no desire to lead, only to help and explore. You can twist your words in any way which you please. But I know you're only doing this because you want to control us."

"Maybe you're right. Perhaps that's why calling myself the Master sounds so natural," he replied solemnly. "Curse that drumming. It hasn't left ever since the war."

"Drumming?"

"Can't you hear it!? It won't stop." The Master began to mimic a drumbeat on the ground with his hoof. To the Doctor, it was disturbingly familiar. "This plan was so perfect. Everything was going so well. And then you showed up!" The Master pointed at the Doctor with an accusatory hoof.

"What do you mean?" asked the Doctor.

"You were never meant to be here. You were something I hadn't counted on. Looking back, I knew I should have kept an eye on the hole, but I thought the plan was so perfect. Instead of moping, I used you to my advantage. Ironically, you made the Cyberman defeat ten times easier. I have to thank you. But, maybe we can work together?"

The Doctor had to shake his head clear to see if he heard right. He wanted to work together? He was still trying to get the strength back in his limbs. Slowly but surely, the stiffness that was haunting his body was dispersing. He had to stall for time. Otherwise, if it did come to a confrontation, he would be overwhelmed easily.

"What do you mean work together?"

"Hear me out before you say no. Now, apart from a few differences, our histories our almost identical. We have seen some many wondrous things, but we've also committed atrocities. There's a reason they call us the oncoming storm." Octavia could see a hurt look fall on the Doctor's face. She wanted nothing more than to reassure him, but no matter how hard she struggled, she couldn't lift a hoof.

"We've destroyed civilisations, brought species to extinction, burned planets out of the solar system. We're not like them, we can never be like any of them because of the things we've done. Because we will outlive all of them. Look at your friends now. **THEY'RE JUDGING YOU!** " The Doctor looked over the crowd of ponies by his feet, and as much as he would have liked to tell the Master he was wrong, he was right. Looks of shock were on his friend's faces. Some were because the Doctor didn't deny the claims of the Master, some were of realisation, but now there was a new feeling in the air. Fear. Even Ditzy and Vinyl, who he thought would have known about their Doctor's past, we're left reeling by the sudden revelation. They weren't just afraid of the Master, they were afraid of the Doctor as well. The oncoming storm. The destroyer of worlds.

"But you know what, that's okay. The beat inside my head has made me realise that were better than them. None of them could do what you and me have done. These Elements of Harmony have never seen real evil. They've met a corrupted ruler, a god just trying to have fun and a desperate Queen try to take over with the most poorly thought through scheme ever. That isn't evil. The Daleks were evil! They wouldn't last five minutes with one of them." The Doctor shut his eyes for a moment. He really wished the Master hadn't brought up the Daleks but he couldn't think about that as the strength in his limbs was finally coming back.

"My Point is that we are superior. We're smarter, older than most, we've seen all of history unfold before our eyes. We shouldn't just stop here. We should rule the entire galaxy. You and me, joint rulers of the universe. You're my only equal after all and I imagine it will get lonely eventually. Two immortal beings ruling the universe till the end of time."

"Did you really think I would say yes?" asked the Doctor in defiance. "Did you really think I would abandon everything I believe in, betray everyone I've ever known, I've ever loved. You don't get it do you?"

"Oh I do, believe me I do. I don't really think you've thought this all the way through."

"What else is there to consider?"

"If the tower can recreate my Time Lords, what other race could it resurrect?"

The Doctor blinked in surprise as it hit him. With a few calibrations and the Doctor's own regeneration energy, he could recreate his Time Lord's. It was so obvious now that the Doctor began to berate himself for not seeing it sooner. Wait, no! He couldn't consider this could he?

"Your eyes betray you, Doctor. I know what you want more than anything. You want to bring your race back from the dead. The entire universe is ours for the taking, hell, remember that 'Human' planet I was telling you about? Well that one is perfect for your race. The species has the same build, and look almost identical to yours if you're anything to judge by. Imagine it my friend, the Time Lord's, reborn."

To the Doctor's shame, he didn't immediately reject the proposal. He couldn't actually bring his people back, recreating them was an option, but at what cost? The lives of another race.

Regret, shame, desire, confusion, he felt a mix of all those emotions, but a voice snapped him out of his self-induced trance.

"Doctor, please don't listen to him," pleaded the voice. The Doctor stirred his head towards the voice where Octavia was looking up at him teary eyed. "Is it true? Did you really kill your own race?"

"Yes. I had too."

"Why?" asked Celestia in genuine curiosity.

"My people were going to enact something called the final amendment. They had been driven mad by the Time War, just like the Master. They would end all of time and kill every life form in history. I couldn't let it happen but… I couldn't make them stop…" The final words choked out of the Doctors throat as he tried his best to keep his composure. The looks of fear morphed into looks of sympathy. "So many dead by my hands, all I can really do is keep on running."

"But you don't have to do that anymore," interrupted the Master with a look of bliss on his face. "Not only can you resurrect your race, but you can lead them into an age of peace with no more war!"

"But you want to enslave every pony under your rule? Can you honestly say that is the right thing to do?" questioned the Princess of the night. "I for one know when somepony has become drunk with power. Both my sister and I have lost our ways before. You have allowed your fear of being alone and the horrors that you were forced to commit cloud your judgement, Doct…"

" **MASTER! MY NAME IS THE MASTER!** "

The sudden outburst, the small eye twitch, the disgusting smile spread on his lips, they were all signs that the Master was insane. And everypony in the room knew it. What was even creepier was despite the angry outburst, the Master was smiling as if everything was wonderful in the world. A small chuckle escaped the Time Lord's lips that quickly turned into hysterical, maddening laughter that chilled everypony to their core. Another insane rant was about to begin.

"You are all so **PATHETIC!** Weak pathetic little creatures! I can't believe I spent so long trying to protect you all. Potential? Opportunity? You all just threw it away time and time again so you could keep your precious harmony! You all just accept a lie that if anyone took a moment to examine, would find a million different holes in but you all just follow it like sheep! You think I'm the bad guy!? You have no idea what I've seen, what I've done, what I can still do! I am the Master. You're new Master. And if I have to keep you all on a leash to bring my race back, then so be it."

"I'm not sure what horrifies me more," began the Doctor. "The fact that I failed to see what you were up to and I let my friends get hurt. Or, that I could have so easily ended up like you. A friend of mine once told me that I need someone with me. She couldn't have been more right. Because when I'm alone I do things I shouldn't; I do things I live to regret. It turns out that without someone by my side I'll go insane as well. I'm so sorry, i am so sorry for what's happened to you but my answer is no. In my right mind, I would never do this. I wouldn't even consider this as an option."

The Doctor walked over to Octavia and cradled her head in his arms. She looked up at him with a relieved smile while the Master looked on in confusion. "Yes, they're stupid. All living things do some really stupid things every now and then, but then they come around and do something wonderfully brilliant." The Doctor stood back up and began to strut around the room, showing the stiffness in his limbs had completely worn off. "They create works of art, discover hidden treasures, invent the unthinkable, survive the impossible. Ponies and Humans are so stupidly wonderful and so wonderfully stupid. You've just forgotten that. That's why we help." The Doctor extended his right hand towards the Master. He knew this was his last chance to reason with his counterpart. "Please, let me help you. There are other ways; there are ponies here that care about you. Just give them a chance."

For a moment, it looked like the Doctor had gotten through to him. It became painfully clear that he hadn't when his hand was slapped away by a hoof. The Master looked at the Doctor with a look of disgust as his anger began to take him over.

"It's too late for that, and I'm not going to let you stop me now. Go to Tartarus you fool!" In one swift motion, the Master galloped out the door towards the tower. The Doctor looked behind him as his eyes met Octavia's.

"Go! I know you can save us!" The Doctor didn't need any more convincing as he chased the Master towards the tower. The rest of them could only lie there and hope this awful stiffness would depart their bodies.

**Notes for the Chapter:**

> Next chapter: Old enemies fight again in new forms. The final Battle!


	14. The Resurrection of the Time Lords

The Doctor was so close to losing everything. If the Master activated the tower before the Doctor could stop him, he would lose Octavia, his friends, his mind and he would never see his universe again. Everything was on the line and the fate of Equestria, and possibly the entire universe, was resting on his shoulders. This seemingly increased the speed at which he was running but the Master was still out of reach as he was always two hoofsteps ahead of him.

It was rather surreal that he was essentially chasing himself, or alternatively, he was chasing an old enemy in a new form. Some things never change, some foes never truly leave, and running would always be a necessity in his life. The chase through the winding corridors had taken a lot out of both beings, but the Master's powerful pony legs propelled him forward. The Doctor soon realised that he wouldn't be able to catch him at this rate, so his only hope would be to catch him on the ladder.

Previously when the Master had been called the Doctor, he had shown his counterpart the blueprint of the tower, and the Doctor had wondered why there was a second activation switch at the top. Now it was clear. When the Master placed his remaining regeneration energy in the top of the tower, he would immediately activate the device to ensure minimal complications. The Master was leading him right to the tower as the Doctor was beginning to fall behind. The Master had just slipped out of sight as they reached the final stretch to the roof.

The Doctor quickly found the spiral staircase and sprinted to the top. Only to find a locked door waiting for him at the top. This had bought the Master several valuable seconds as his counterpart had to unlock it with his sonic screwdriver. The Doctor threw the door open to find his counterpart already climbing the ladder. The Master spotted the Doctor across from him and took a moment to gloat.

"You're too late Doctor! You can't prevent the resurrection of my species. Soon the Time Lord's will rule over this miserable universe and I will lead you all too prosperity!"

The Doctor had nothing to say as he bolted for the ladder while the Master continued to climb to the top.

* * *

Meanwhile…

"Hey everypony. I can move my hoof!" Vinyl's sudden outburst lifted the spirits of everypony in the room. Almost instantaneously, the residents of the room began to feel the strength in their limbs return. Although it wasn't enough to actually stand up again, it was a start. This development wasn't enough to satisfy Rainbow Dash though.

"It doesn't matter though. We need to actually stand up and get to the roof. The Doctor is up there with that psy-psyco-psyc…"

"Psychopath, dear," finished Rarity.

"Yeah, that maniac. The point is our friend is up there all alone. I don't care what he did, he ain't a bad guy, I know that much."

"I agree with you, Element of Loyalty," announced Luna as she struggled to move. "It's clear that he never set out to hurt anypony, and I believe he has done more good than harm. If anypony can save us now, then it is him."

"Yes, well said Lulu," agreed Celestia. "We must put our faith in him while we regain the ability to move. Only then can we worry about the consequences of what I've done."

"You we're mind controlled princess, nopony can blame you for what happened," assured Fluttershy.

"You may be right Fluttershy, but I doubt it. I have no intention of abdicating; I know what chaos that alone would cause. But I doubt the papers will be kind to me after this." Everypony struggled for a moment until Pinkie broke the short silence.

"You know what? I think the Doctor is going to be alright up there."

"Did your Pinkie sense tell you that, Pinks?" asked Rainbow.

"Nah, it's just a normal feeling in my stomach."

"I hope you're right Pinkie, I really do," Octavia muttered under her breath as she continued to struggle to her hoofs.

* * *

Meanwhile…

The Doctor desperately clambered up the ladder as he realised the Master had nearly made it to the very top. The Doctor's long limbs had played to his advantage on the ladder as he quickly closed the distance between himself and the Master, but he hadn't reached the very top before the Master climbed over the edge.

The Master didn't waste a second as he began to channel the energy inside of him and release it into a large dish located in the middle of the platform. The dish was meant to hold the cyber technology, when in reality, it's purpose was to control the regeneration energy and keep it in one place long enough for the weapon to fire.

A golden aura suddenly shot through the Master's body and fell straight into the dish through the his forelegs. The more energy parted from his body, the wider the Master's grin grew till it became nothing more than psychotic. The Doctor had nearly reached him when the last of the energy build up had departed the Master's body. The Time Lord practically leapt at the fire switch and pulled it downwards. Everything was finally coming together. The tower only needed several minutes to charge before it fired. There was nothing the Doctor could do to stop it.

Speak of the devil, the Doctor had finally reached the top, but the Master was one step ahead. He pulled out his sonic screwdriver and pointed it at the bolts that was keeping the ladder in place. The bolts began to unscrew themselves but just before they came off, the Doctor leapt from the ladder and grabbed onto the platforms edge. The ladder fell from the platform and landed on the roof with large CLANG. The Doctor barely held onto the platform with his fingertips. For a moment, he totally forgot about the Master until a brown hoof stomped on his left hand. A sharp pain coursed through his hand and the Doctor was forced to let it drop. The only thing preventing him from falling to the ground was his right hand, which was desperately holding onto the platform.

"Well what do we have here?" asked the Master in a mocking tone, "oh that's right, a pathetic excuse for a time traveller. You had the nerve to call yourself the Doctor! I turned the meaning of that word from one of healing, to one of fear." The Master was now standing over the Doctor. He looked down on him as he struggled to hold on. "Look at you, you could have joined me, but then you spat in my face! Morality has no place in the universe, years of running have shown me that. You're too late now anyway. All my regeneration energy is in the dish and soon it will be combined with the raw magic to transform everypony within the Equestrian border into Time Lord's that will follow my rule." The Master raised his right hoof to stomp on the Doctor's remaining hand. "And now, I have the pleasure of killing you. A fall from this height will kill you instantly with no time to regenerate. Goodbye, Doctor."

The Doctor saw his chance. The Time Lord using the last of his strength threw up his left arm and grabbed onto the the Master's raised leg. The Master, now afraid that he might be pulled over the edge by the Doctor was forced to pull back, but in the process, he accidently pulled his enemy safely over the edge. The Doctor had no time to recover as he dodged a buck from the Master. Instinctively, the Doctor pulled out his sonic screwdriver and pointed it at the Master. The Master did the same, pointing his at the Doctor.

"Stop the tower from firing, NOW!" Demanded the Doctor whose rage was released for the Master to see. The Master let out a small, dark chuckle.

"You are in no position to demand anything. Even if I wanted to stop this device, I cannot. Without the regeneration energy, only the raw magical energy would release which would become unstable and explode. Plus, there's no shut off switch at this point. The energy will be released, hell, even if you were willing to sacrifice yourself, you can't remove the regeneration energy from the dish."

"I promise you one thing, I will stop you."

"Another empty promise? How many companions have you promised you would come back for, only to never see it through? How many beings have you promised would survive, only to die? You're promises are empty and worthless."

"Not this one. I will stop you, even if I have to die as well."

"Then let us battle, Doctor. You and me, fighting like this, for some reason, this feels right to me."

With that, two ancient enemies charged at each other, ready for one last fight…

* * *

Meanwhile…

Spike's eyes began to slowly open to the colourful world around him. He thought it was rather odd that he wasn't in his usual bed. Instead, he was in the middle of Ponyville square. Despite sometimes trying to dodge a job or two, he never thought he was Rainbow Dash levels of lazy. So why he was trying to nap in the middle of the square was lost on him. Then he noticed the massive pile of metal objects beside him.

He sat up to get a closer look at the pile, only for his attention to be stolen by the fact that nearly everypony in town was lying on the floor, asleep. He could see Flitter and Cloudchaser helping each other up. Question Mark was by their side, checking if they were alright. Mayor Mare was starting to stand on shaky legs and several other ponies were just getting up as well. It seemed like everypony just decided to take a nap. Then he remembered everything.

They all met up for Mayor Mare's announcement, only to lose all their senses. Every emotion, every bit of free will they had in them had suddenly vanished and the only impulse left in them was to follow orders. Whose orders though was somewhat of a mystery at this time. Spike turned his head several times to see if he could spot his friends, but he could only see Twilight and Applejack several hoofsteps away from him. The rest of his friends were nowhere in sight.

For a moment he panicked at the thought that Twilight might not wake up, but as he approached her, Twilight began to stir slightly, much to Spikes relief. He gently shook her to help rouse her and almost simultaneously, Applejack began to awaken as well. Twilight had the same thoughts that Spike had when he had woken up previously. Why was she napping in the middle of town square? Then, just like Spike, her memories of everything that had transpired came back to her. She immediately took the earpieces still in her ear and crushed them in one stomp.

"Oh my goodness, the Doctor was right. I don't understand, why would the Princess do this?" The look on Applejack's face indicated that she remembered as well. Spike put a reassuring claw on Twilight's shoulder.

"Maybe the princess was being controlled as well?"

"Yep, I think Spike is right. I just can't see the Princess doing sumthing like this willingly," agreed Applejack who seemed to have regained all her senses.

"But who stopped this? Did the Princess break free?" questioned Twilight.

"Twi, I got this feeling that our flanks were saved by a certain Time Lord we know," assured Applejack. Not another word was said as the three of them began to check on the other residents of Ponyville that were beginning to wake up.

* * *

Meanwhile…

Neither Doctor was a stranger to fighting, only increasing the amount of crap they were beating out of each other. Fists and hoofs went flying at the other in a desperate attempt to incapacitate their opponent. The Doctor needed to think of way to stop this and he couldn't do that with the Master in the way. The Master, despite being certain of his victory, wanted a definite guarantee by getting rid of the only one who had a ghost of a chance at stopping him.

The Master in one swift buck landed a strong strike that caused the Doctor to fall to his knees. In his weakened position, the pony Time Lord landed another strike which sent the other Time Lord backwards as he nearly fell from the platforms edge. Despite being dazed, the Doctor noticed the Master sending another strike so he dodged it by rolling out of the way. The Master's hoof only met steel. He yelped in pain while the Doctor quickly stood up and punt kicked the Master in his large chin.

The Master seemed out of it for a moment, so the the Doctor took advantage of this distraction and ran over to the dish. He needed to find a way of getting rid of the energy, but what? A buck to the Doctors' knee caused the Time Lord to topple onto the ground. The Master had regained his senses and was now taking advantage of his opponents desire to stop him.

"I knew you'd run over here as soon as I was dizzy. It's time to end this, Doctor!" However, the Masters rant had given the Doctor enough time to ram his sneaker into the Time Lord's muzzle. The Master went flying backwards as his head hit a steel beam. Despite not being out cold, the Master appeared to be in too much pain to fight anymore and simply sat there with a smug grin on his face.

"It doesn't matter! You can't stop the tower from firing now. The energy is in place and all the tower has to do is charge up and release its energy across all of Equestria!" The Doctor took his eyes off his fallen opponent and turned to the pool of regeneration energy. The golden aura sparked and danced in place with no sign of leaving the tower just yet. "So close now!"

The Doctor willed his brain to come up with something, anything that would get rid of the regeneration energy. It didn't matter if he died at this point, he just had to stop the tower from firing. He thought back to all his regenerations before, how he used the energy, how he expelled it from his body once, how he can… that was it! They may not be the same species, but they were similar enough that he might be able to absorb the energy. The Doctor stood over the dish and focused on the energy in front of him. It immediately started to draw near the Time Lord and enter inside his body. The Master could only watch on in horror as his plan began to fall apart.

"WHAT ARE YOU DOING!?" he cried out.

"Something wonderfully stupid, or stupidly wonderful," the Doctor replied with an all too familiar smirk. The Doctor now had a golden glow around him, but before he could celebrate his victory, the tower fired which released raw magic, but with nothing to combine it with, there was an explosion.

If you were in Canterlot and you looked towards the palace roof you would see three things. A disturbing looking tower exploded and two lifeless forms falling from the top if the tower. One form, which looked like a pony, fell completely out of sight. The other, a humanoid figure, seemed to land back first on top of the roof.

**Notes for the Chapter:**

> To explain the Doctors, or rather Masters motivation is simple. It's a twisted version of the Doctor's good nature. I was inspired by a Colin Baker episode where he encounters a future version of himself, who is evil. It annoyed me though, that he was completely different to the Doctor.
> 
> Basically, the Doctor is greatly disturbed after what he did in the ultimate war. The Timewar. In this reality, he never really recovered, so he came to the conclusion that to stop war, all would have to blindly follow one pony. And in his madness, he came to the conclusion that it would have to be him.
> 
> I hope that clears up a few things.
> 
> Next Chapter: Two Doctors?


End file.
